Omnicell, Inc.
OMNICELL COM /CA/ (Form: S-1, Received: 04/20/2000 16:16:11)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2000

REGISTRATION NO. 333-


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OMNICELL.COM
(Exact name of registrant as specified in its charter)

           DELAWARE                          3571                         94-3166458
 (State or other jurisdiction    (Primary Standard Industrial          (I.R.S. Employer
              of                 Classification Code Number)         Identification No.)
incorporation or organization)


1101 EAST MEADOW DRIVE
PALO ALTO, CALIFORNIA 94303
(650) 251-6100

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Sheldon D. Asher President and Chief Executive Officer 1101 East Meadow Drive Palo Alto, California 94303 (650) 251-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

     James C. Gaither, Esq.                              Gary J. Kocher, Esq.
    Robert J. Brigham, Esq.                        Christopher H. Cunningham, Esq.
       COOLEY GODWARD LLP                             PRESTON GATES & ELLIS LLP
      Five Palo Alto Square                          701 Fifth Avenue, Suite 5000
       3000 El Camino Real                          Seattle, Washington 98104-7078
Palo Alto, California 94306-2155                            (206) 623-7580
         (650) 843-5000


APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / /

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

CALCULATION OF REGISTRATION FEE

                                                               PROPOSED MAXIMUM
                    TITLE OF SECURITIES                            AGGREGATE            AMOUNT OF
                      TO BE REGISTERED                         OFFERING PRICE(1)    REGISTRATION FEE
Common Stock................................................      $57,500,000            $15,180

(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.




SUBJECT TO COMPLETION, DATED APRIL 20, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THSE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


[OMNICELL.COM LOGO]

SHARES

COMMON STOCK

This is the initial public offering of Omnicell.com, and we are offering shares of our common stock. We anticipate that the initial public offering price will be between $ and $ per share.

We intend to apply to list our common stock on the Nasdaq National Market under the symbol "OMCL."

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                                                                UNDERWRITING
                                                              PRICE TO          DISCOUNTS AND    PROCEEDS TO
                                                              PUBLIC            COMMISSIONS      OMNICELL.COM
Per Share                                                     $                 $                 $
Total                                                         $                 $                 $

We have granted the underwriters the right to purchase up to         additional
shares to cover over-allotments.

DEUTSCHE BANC ALEX. BROWN

           DONALDSON, LUFKIN & JENRETTE

                      BANC OF AMERICA SECURITIES LLC

                                 U.S. BANCORP PIPER JAFFRAY

The Date of this prospectus is , 2000


INSIDE FRONT COVER

Supply Chain Management for Healthcare (header, centered)

Omnicell.com has a seven-year track record of helping healthcare facilities gain control over their supply chains. We have installed automation systems at over 1,300 customer facilities, have completed more than 1,250 interfaces with back-end systems, and generated more than $50 million in revenue in 1999. In addition, the Omnicell Commerce Network provides an e-commerce service that incorporates and extends Commerce One's B2B e-commerce technology into healthcare. (upper half)

- Person and two automated dispensing cabinets (images)

- Map of southern Canada and the United States (images), annotated with number of automation system facilities per state and symbols representing Omnicell Commerce Network participants currently transacting

- Omnicell Commerce Network Logo image (lower left)

- Powered by Commerce One Logo image (lower left)

- OmniBuyer application screen shot image (lower right)

- Omnicell.com Logo image (footer, centered)

INSIDE FOLDOUT PANELS 1 AND 2

Linking the Healthcare Supply Chain, Starting with the Buyer (top left)

The Omnicell Commerce Network

The Omnicell Commerce Network is an e-commerce service that consists of two Web-based applications, OmniBuyer and OmniSupplier.

OmniBuyer provides buyers:

- online automation of front-end business rules

- online access to customized multi-supplier catalogs

- reduced processing costs and pricing disputes

- integration with back-end systems

- Web-enabled back-end systems

- access to low-cost information services

OmniSupplier provides suppliers:

- a single point of connection with all buyers

- reduced transaction costs

- reduced customer service costs

- access to new markets and customers (lower left)

Omnicell.com Logo image (lower left corner)

- Healthcare facility image, including images of generic people and automation systems (center)

- OmniBuyer application screen shot image (left center)

- Person and a two-cell automated dispensing cabinet images (lower center)

Commerce One Global Trading Web text within image (top right)


Manufacturers, distributors, GPOs, online marketplaces, auction sites text within image (upper right)

Omnicell Commerce Network Logo image (upper right)

Two movable automated dispensing cabinets image (lower right)

Automated dispensing cabinet image (lower right)

Automation Systems

Our automation systems manage and dispense medical supplies and pharmaceuticals directly to healthcare professionals at the point of use throughout the healthcare facility, reducing waste and inefficiency. (lower right)

INSIDE BACK COVER

Supply Chain Management for Healthcare (header, centered)

Automation Systems (centered)

- Seven automated dispensing cabinet images (upper half)

Omnicell Commerce Network Logo image (centered)

- Three OmniBuyer application screen shot images (lower half)

Omnicell.com Logo image (footer, centered)


PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. TO UNDERSTAND THE RISKS INVOLVED, YOU SHOULD CAREFULLY READ THE ENTIRE PROSPECTUS, INCLUDING THE "RISK FACTORS" SECTION AND THE FINANCIAL STATEMENTS, BEFORE MAKING AN INVESTMENT DECISION.

OMNICELL.COM

We provide a comprehensive, buyer-focused, supply chain management solution that addresses the limitations of the traditional healthcare supply chain. The Omnicell Commerce Network and our supply and pharmacy automation systems streamline procurement and inventory management processes for hospitals and alternate care facilities. We integrate these functions with back-end systems to provide coordinated decision making and purchasing of medical and non-medical supplies. Our systems improve efficiencies and generate substantial cost savings throughout the healthcare enterprise. In addition, our position as a neutral and unbiased e-commerce facilitator enables healthcare buyers to connect directly to suppliers without any channel management on our part. We also provide suppliers (including manufacturers, distributors, group purchasing organizations (GPOs), online marketplaces and online auction sites) an attractive means to reduce their sales, marketing and customer support costs and potentially grow their revenues.

The Omnicell Commerce Network consists of two Web-based applications, OmniBuyer and OmniSupplier, that incorporate and extend Commerce One, Inc.'s business-to-business e-commerce technology platform into healthcare. With these two applications, we connect buyers and suppliers to create a network that provides healthcare buyers with access to medical and non-medical products and services. The Omnicell Commerce Network provides a single online point of entry for the procurement needs of healthcare buyers. We have structured the network based on an application service provider (ASP) business model.

Our automation systems manage and dispense medical supplies and pharmaceuticals directly to healthcare professionals throughout a healthcare facility at the point of use. These automation systems consist of modular, secured and computerized cabinets that track transaction data, inventory levels, expenses and patient billing. Since 1993, we have installed over 14,000 cabinets in over 1,300 healthcare facilities. We estimate that approximately $600 million in medical supplies flowed through our installed automation systems in 1999.

OUR PRODUCTS

OMNIBUYER

OmniBuyer is a secure Web-based procurement application that automates and integrates healthcare requisition and approval processes. OmniBuyer is based on Commerce One's BuySite technology that we customize to meet the complex needs of healthcare buyers. Our OmniBuyer service provides the following benefits to healthcare buyers:

- online automation of front-end requisition and approval functions;

- online access to customized multi-supplier catalogs;

- reduced processing costs and pricing disputes;

- integration with back-end systems;

- Web-enabled back-end systems; and

- access to low-cost information services.

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OMNISUPPLIER

OmniSupplier is a secure Web-based application that enables suppliers to connect and transact with our OmniBuyer customers. OmniSupplier is based on Commerce One's MarketSite technology that we customize to meet the complex needs of healthcare suppliers. Our OmniSupplier service offers the following benefits to suppliers:

- single point of connection with all buyers;

- reduced transaction costs;

- reduced customer service costs; and

- access to new markets and customers.

AUTOMATION SYSTEMS

Our automation systems consist of modular, secured and computerized cabinets and related software technology that manage and dispense medical supplies and pharmaceuticals. We have one line of supply cabinets and two lines of pharmacy cabinets, OmniCell pharmacy systems and Sure-Med cabinets, which we acquired from Baxter Healthcare Corporation in January 1999. Our automation systems provide the following benefits to healthcare facilities:

- reduced consumption and expenses;

- improved tracking and management of inventory;

- increased data capture;

- improved security and regulatory compliance; and

- standardized interfaces and a single database.

OUR STRATEGY

Our goal is to become the leading business-to-business e-commerce network for the healthcare industry. Key elements of our strategy include:

- FACILITATE MANAGEMENT OF THE HEALTHCARE SUPPLY CHAIN. We intend to enable better management of the healthcare supply chain by providing a single online point of entry for the procurement needs of healthcare buyers that incorporates and automates the buyer's existing requisition and approval process.

- ACCELERATE ADOPTION AND USE OF THE OMNICELL COMMERCE NETWORK. We intend to continue to leverage our extensive healthcare industry experience and relationships as well as our installed base of automation systems customers to rapidly increase adoption and use of the Omnicell Commerce Network.

- LEVERAGE OUR TECHNICAL EXPERTISE. We are employing our interface expertise and our understanding of healthcare facilities' operating processes to integrate OmniBuyer with healthcare facilities' existing front-end and back-end systems.

- DEVELOP STRATEGIC RELATIONSHIPS. We expect to continue to enter into strategic relationships with medical and non-medical products distributors and manufacturers, online marketplaces, online auction sites, GPOs, service providers and technology vendors to enhance the Omnicell Commerce Network's breadth and depth.

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- CAPITALIZE ON REVENUE OPPORTUNITIES GENERATED BY THE OMNICELL COMMERCE NETWORK. We anticipate that as participation in the Omnicell Commerce Network increases, a substantial portion of our revenue growth will be generated by the services offered by the Omnicell Commerce Network.

Our principal executive offices are located at 1101 East Meadow Drive, Palo Alto, California 94303, and our telephone number is (650) 251-6100. Our Web site is located at www.omnicell.com. The information on our Web site is neither incorporated by reference into nor a part of this prospectus. Our logo, Omnicell.com-Registered Trademark-, OmniCenter-Registered Trademark-, OmniReporter-Registered Trademark-, OmniRx-Registered Trademark-, See & Touch-TM- and Sure-Med-Registered Trademark- are trademarks of Omnicell.com. BuySite-TM- and MarketSite-TM- are trademarks of Commerce One. This prospectus also includes trademarks of companies other than our own.

OUR HISTORY

We were incorporated in California in September 1992 under the name OmniCell Technologies, Inc. In September 1999, we changed our name to Omnicell.com, and we intend to reincorporate in Delaware in , 2000.

UNLESS OTHERWISE INDICATED, ALL SHARE AMOUNTS AND FINANCIAL INFORMATION

PRESENTED IN THIS PROSPECTUS:

- GIVE EFFECT TO THE CONVERSION OF ALL OF OUR REDEEMABLE CONVERTIBLE PREFERRED STOCK, CONVERTIBLE PREFERRED STOCK AND CONVERTIBLE NOTE PAYABLE INTO OUR COMMON STOCK, WHICH WILL OCCUR AUTOMATICALLY UPON COMPLETION OF

THIS OFFERING;

- ASSUME THE UNDERWRITER'S OVER-ALLOTMENT OPTION IS NOT EXERCISED; AND

- GIVE EFFECT TO OUR REINCORPORATION IN DELAWARE.

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THE OFFERING

Common stock offered by us...................  __________ shares

Common stock to be outstanding after the
  offering...................................  __________ shares

Use of proceeds..............................  To repay debt owed to Baxter Healthcare, to
                                               expand sales, marketing and customer support
                                               activities, to continue the development and
                                               marketing of the Omnicell Commerce Network
                                               and for working capital and other general
                                               corporate purposes, including potential
                                               acquisitions.

Proposed Nasdaq National Market symbol.......  OMCL

The number of shares of common stock to be outstanding after the offering is based on 18,418,807 shares outstanding on March 31, 2000. This number assumes the conversion into common stock of all of our redeemable convertible preferred stock, convertible preferred stock and convertible note payable outstanding on that date and excludes, as of March 31, 2000:

- 5,204,688 shares of common stock that may be issued upon exercise of outstanding options;

- 106,749 shares of common stock that may be issued upon exercise of outstanding warrants; and

- 2,591,016 shares of common stock reserved for future issuance under our stock option and employee stock purchase plans.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)

You should read the following summary consolidated financial data together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included in this prospectus.

The pro forma net loss per share data and the pro forma as adjusted balance sheet data give effect to the conversion of all of our redeemable convertible preferred stock, convertible preferred stock and convertible note payable into shares of our common stock, which will occur automatically upon the completion of this offering. The pro forma as adjusted balance sheet data also give effect to the sale of shares of common stock by us at an assumed initial public offering price of $ per share and the application of the net proceeds from this offering as discussed in "Use of Proceeds."

                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
STATEMENT OF OPERATIONS AND OTHER DATA:
Revenues....................................................  $ 36,073   $48,212    $ 52,604
Cost of revenues............................................    16,211    17,384      36,140
                                                              --------   -------    --------
Gross profit................................................    19,862    30,828      16,464
Loss from operations........................................   (10,864)     (218)    (31,296)
Net income (loss)...........................................  $(10,112)  $   636    $(33,213)
                                                              ========   =======    ========
Net income (loss) per share:
  Basic.....................................................  $  (5.54)  $  0.29    $ (14.12)
                                                              ========   =======    ========
  Diluted...................................................  $  (5.54)  $  0.04    $ (14.12)
                                                              ========   =======    ========
Weighted average common shares outstanding:
  Basic.....................................................     1,830     2,083       2,353
  Diluted...................................................     1,830    17,621       2,353
Pro forma net loss per share:
  Basic and diluted.........................................                        $  (2.10)
                                                                                    ========
Pro forma weighted average common shares outstanding:
  Basic and diluted.........................................                          15,801
Cumulative number of sites of installed automation
  systems...................................................       624     1,030       1,306

                                                                 DECEMBER 31, 1999
                                                              -----------------------
                                                                          PRO FORMA
                                                               ACTUAL    AS ADJUSTED
                                                              --------   ------------
                                                                  (IN THOUSANDS)
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments...........  $ 6,698
Total assets................................................   36,449
Deferred gross profit.......................................   31,370
Long-term obligations, net of current portion...............    9,309
Redeemable convertible preferred stock......................   15,166
Total stockholders' equity (net capital deficiency).........  (42,839)


- Cost of revenues for the year ended December 31, 1999 includes special charges related to the writedown of Sure-Med inventory--$12.5 million; additional costs recorded due to sale of Sure-Med inventory which was recorded at fair value upon acquisition--$1.1 million; and writedown of inventory designated for a marketing program--$1.5 million.

- Loss from operations for the year ended December 31, 1999 includes integration expenses associated with acquisition of Sure-Med product line--$0.8 million; write off of equity investment--$0.6 million; and write off of leasehold improvements and other equipment--$0.9 million.

- Net loss and pro forma net loss per share for the year ended December 31, 1999, excluding non-recurring charges and charges associated with the Sure-Med product line acquisition would have been $(15.8) million and $(1.00), respectively.

- Deferred gross profit on the balance sheet represents gross margin on sales of automation products that have been shipped to, accepted and in most instances paid for by our customer but not yet installed at the customer site. The revenues and cost of revenues for such items will be recorded upon completion of installation.

- The amounts shown for the year ended December 31, 1999 include the results of the Sure-Med product line acquisition from January 29, 1999 to the end of 1999.

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RISK FACTORS

BEFORE MAKING AN INVESTMENT DECISION, YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED. IN THIS CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. ADDITIONAL RISKS AND UNCERTAINTIES THAT WE DO NOT CURRENTLY KNOW ABOUT OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS. SEE "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS."

RISKS RELATING TO OUR CURRENT BUSINESS

THE LAUNCH OF THE OMNICELL COMMERCE NETWORK WILL REQUIRE US TO DEVELOP SIGNIFICANT NEW CAPABILITIES AND MAY NOT BE SUCCESSFUL.

Our business-to-business e-commerce model is based on the creation of a Web-based procurement service for healthcare organizations for the purchase of medical and non-medical products and services. Our business model is unproven and depends on our ability to, among other things:

- accurately determine the features, functionality and services that our customers require or desire in an e-commerce procurement solution;

- successfully design and implement a Web-based procurement system that includes these features, functionality and services;

- install applications for and develop interfaces with healthcare facilities' back-end systems;

- enter into agreements with suppliers (including manufacturers, distributors, GPOs, online marketplaces and online auction sites) of healthcare products and services;

- create a critical mass of healthcare buyers and suppliers that regularly transact on the Omnicell Commerce Network; and

- generate significant revenues from the Omnicell Commerce Network.

The Omnicell Commerce Network will compete against traditional, well-established methods of procuring healthcare products and services. It may not achieve broad market acceptance for a variety of reasons, including but not limited to:

- the reluctance of healthcare buyers to abandon current purchasing methods;

- the costs and resources required for healthcare buyers to switch purchasing methods;

- the need for products and services not offered through the Omnicell Commerce Network; and

- the partnerships between and among healthcare manufacturers, distributors, GPOs, online marketplaces and online auction sites.

THE ADOPTION OF THE INTERNET BY HEALTHCARE ORGANIZATIONS AS A MEDIUM FOR TRANSACTING BUSINESS IS NECESSARY FOR THE FUTURE GROWTH OF THE OMNICELL COMMERCE NETWORK.

The market for healthcare business-to-business e-commerce products and services is new and rapidly evolving. Our future revenues and any future profits generated by the Omnicell Commerce Network depend not only upon the widespread acceptance and use of the Internet for business-to-business commerce in general, but also upon the acceptance and use of the

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Internet by healthcare organizations for the procurement of medical and non-medical products and services. Historically, healthcare facilities have been slow to adopt new technologies. The success of the Omnicell Commerce Network depends on the willingness of healthcare organizations to abandon their current purchasing methods and switch to a business-to-business e-commerce solution. We cannot assure you that these organizations will find it either cost-effective or worthwhile to implement our solution. Healthcare organizations that have signed agreements subscribing to the OmniBuyer service are not obligated to adopt, implement or use the service and may terminate the agreements on thirty days' written notice. We do not collect subscription fees from OmniBuyer customers until after they begin to transact business over the Omnicell Commerce Network. There can be no assurance that these healthcare organizations will transact on the Omnicell Commerce Network.

The acceptance and use of the Internet by healthcare organizations for business-to-business e-commerce could be limited by a number of factors, including:

- low adoption and utilization of the Internet by healthcare organizations and suppliers in general;

- any real or perceived difficulty in conducting business over the Internet;

- any real or perceived limits to the efficiencies or advantages of conducting business over the Internet;

- lack of integration with buyers' back-end systems, such as enterprise resource planning (ERP), healthcare information, materials management and purchasing systems;

- inadequate training of personnel in new technologies; and

- concerns about the security or taxation of transactions conducted over the Internet.

Failure to gain a significant customer base or achieve market acceptance for the Omnicell Commerce Network would harm our business.

THE VOLUME OF TRANSACTIONS FOR MEDICAL PRODUCTS, SERVICES AND EQUIPMENT OVER THE INTERNET IS CURRENTLY SMALL.

Despite the recent publicity surrounding business-to-business e-commerce in the healthcare industry, it is estimated that in 1999, the total value of medical products, services and equipment purchased over the Internet was well below one percent of the healthcare supply chain. This limited market adoption can be attributed to a number of factors, including, but not limited to:

- conflict between the traditional healthcare supply chain and the new Web-based healthcare marketplaces;

- lack of integration with buyers' back-end systems, such as ERP, healthcare information, materials management and purchasing systems;

- limited buyer technical resources; and

- buyer perception of limited manufacturer and distributor choices.

OUR RELATIONSHIP WITH COMMERCE ONE IS ESSENTIAL TO THE FUTURE SUCCESS OF THE OMNICELL COMMERCE NETWORK.

We have entered into a Vertical Hosted License Agreement with Commerce One, a provider of business-to-business e-commerce solutions that link buyers and suppliers of indirect goods and services to trading communities over the Internet. Our agreement with

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Commerce One enables us to implement a customized version of Commerce One's BuySite software at customer sites to provide a direct link to Commerce One's MarketSite where our customers can interact with manufacturers, distributors and suppliers. Until August 21, 2000, Commerce One is prohibited from soliciting or entering into agreements with certain of our competitors to license its BuySite technology. We cannot be sure that after August 21, 2000, Commerce One will not license its BuySite technology to our competitors.

We rely on Commerce One to expand, manage, maintain and secure the computer and communications equipment and software needed for the day-to-day operations of the Omnicell Commerce Network. Commerce One provides us with services, including management of our network Web server and maintenance of our communications lines, and through its subcontractor, management of our network data centers (the locations on our network where data is stored). We cannot guarantee that Commerce One will be able to develop and introduce enhancements to its products that keep pace with emerging technological developments and emerging industry standards. The failure by Commerce One in any of these areas could harm our business. Moreover, we cannot guarantee that the Commerce One network will not experience performance problems or delays.

THE ADOPTION OF THE OMNICELL COMMERCE NETWORK DEPENDS ON OUR ABILITY TO DEVELOP RELATIONSHIPS WITH SUPPLIERS OF HEALTHCARE PRODUCTS AND SERVICES.

We believe that the success of the Omnicell Commerce Network depends in large part upon our ability to offer and deliver a substantial mix of healthcare products and services. The task of bringing suppliers online can be both difficult and time-consuming. If we cannot persuade a significant number of suppliers to participate in the Omnicell Commerce Network, our solution will be less attractive to our OmniBuyer customers.

We cannot assure you that we will be able to establish the necessary relationships with suppliers to successfully implement our e-commerce business model. Some suppliers may view us as a threat to their business models and their ability to control access to customers. Some suppliers may sell their products directly to customers at a cost lower than through the Omnicell Commerce Network. We do not know what terms and conditions potential suppliers will require from us in future contracts. We cannot assure you that any of these suppliers will elect to use the Omnicell Commerce Network.

Even if we enter into supplier agreements in connection with the Omnicell Commerce Network, these agreements are typically terminable on short notice and we cannot assure you that they will be renewed beyond their initial term or that they will be renewed on terms favorable to us. In addition, there are significant costs, difficulties and risks associated with adding new product offerings to our procurement service. Any limit in the variety and number of products we are able to offer could result in decreased adoption and limited use of the Omnicell Commerce Network, which would harm our business.

TO DATE, OUR REVENUE HAS DEPENDED UPON THE SUCCESS OF OUR AUTOMATION SYSTEMS.

Substantially all of our revenue to date has been attributable to sales of automation systems and related services. We expect such sales to continue to account for a majority of our revenue for at least the next few years. We cannot assure you that we will continue to be successful in marketing our automation systems or that the level of market acceptance of such systems will be sufficient to generate operating income. As a result, any factors adversely affecting the pricing or demand for our automation systems, such as competition or technological change, would harm our business. In addition, a significant amount of

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management effort and focus is being devoted to establishing the Omnicell Commerce Network. This could harm our automation systems business by diminishing management's attention to such business.

Our automation systems represent a relatively new approach to managing the distribution of supplies and pharmaceuticals at healthcare facilities. Many hospitals and other healthcare facilities still use traditional approaches that do not include automated methods of supply and pharmacy distribution. As a result, we must continuously educate existing and prospective customers about the advantages of our products. Our automation systems typically represent a sizeable initial capital expenditure for healthcare organizations. Changes in the budgets of these organizations and the timing of spending under these budgets can have a significant effect on the demand for our automation systems and related services. In addition, these budgets are characterized by limited resources and conflicting spending priorities among different departments. Any decrease in expenditures by these healthcare facilities could harm our business.

Sun Healthcare Group, Inc., a customer that has accounted for a significant percentage of our sales over the past five years, has filed for Chapter 11 bankruptcy protection. Accordingly, we do not expect any significant purchases of our automation systems from Sun Healthcare in the future.

OUR ONLINE PROCUREMENT AND AUTOMATION SYSTEMS MARKETS ARE HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED COMPANIES WITH GREATER RESOURCES.

The market for online procurement of medical and non-medical supplies for the healthcare supply chain is new, rapidly evolving and competitive. While we maintain an open stance regarding the connection of a wide range of suppliers to the Omnicell Commerce Network, we face competition from online marketplaces such as Medibuy.com and Neoforma.com. We expect competition to intensify as current competitors establish strategic relationships and expand their product offerings and new competitors enter the market. We anticipate competition from current providers of e-commerce solutions and suppliers of healthcare products and services. Our own customer base may compete against us as they search for and develop their own solutions or decide they are unwilling to change existing systems and processes. We cannot be certain that our strategy of establishing the Omnicell Commerce Network will be successful, that it will be executed effectively by us and Commerce One or that our service will be widely adopted by healthcare buyers or suppliers of healthcare products and services.

Already there are a number of companies developing and marketing business-to-business e-commerce solutions targeted at specific vertical markets. Because there are relatively low barriers to entry in the online market, competition from other established and emerging companies may develop in the future. These competitors may include healthcare companies with established customer bases that could integrate online procurement solutions into their existing products or services. Many of our competitors have, and new potential competitors may have, more experience developing Web-based software and end-to-end purchasing solutions, larger technical staffs, larger customer bases, more established distribution channels, greater brand recognition, access to capital and greater financial, marketing and other resources. In addition, competitors may be able to develop products and services that are superior to our products and services, that achieve greater customer acceptance or that have significantly improved functionality as compared to our existing and future products and

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services. We cannot assure you that we will be able to compete successfully against current and future competitors and expand our buyer and supplier base or even retain our current buyer and supplier customers. The failure to do so would harm our business.

We have experienced, and expect to continue to experience, increased competition from current and potential automation systems competitors, many of whom have significantly greater financial, technical, marketing and other resources than do we. Our current direct competitors in the automation systems market include Cardinal Healthcare (Pyxis), McKessonHBOC (AcuDose-Rx) and Diebold (MedSelect).

The competitive challenges we face in our automation systems business include, but are not limited to:

- our competitors may develop, license or incorporate new or emerging technologies or devote greater resources to the development, promotion and sale of their products and services;

- certain competitors have greater name recognition and a more extensive, installed base of automation systems or other products and services, and such advantages could be used to increase their market share;

- other established or emerging companies may enter the automation systems market;

- current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, including larger, more established healthcare supply companies, thereby increasing their ability to develop and offer products and services to address the needs of our prospective customers; and

- our competitors may secure services and products from suppliers on more favorable terms or secure exclusive arrangements with suppliers or buyers that may impede the sales of our services.

Competitive pressures could result in price reductions of our products and services, fewer customer orders and reduced gross margins, any of which could harm our business.

IF WE ARE NOT ABLE TO SUCCESSFULLY INTEGRATE THE OMNICELL COMMERCE NETWORK WITH THE EXISTING INFORMATION SYSTEMS OF OUR CUSTOMERS, THEY MAY CHOOSE NOT TO USE OUR SERVICE.

In order for healthcare buyers and suppliers to fully benefit from our e-commerce services, our system must integrate with their systems. This may require substantial cooperation, investment and coordination on the part of our customers to integrate their existing information systems. There is little uniformity in the systems currently used by our customers, which complicates the integration process. If these systems are not successfully integrated, our customers could choose to not use or reduce their use of the Omnicell Commerce Network, which would harm our business.

WE EXPECT TO INCUR NET LOSSES FOR THE FORESEEABLE FUTURE AND CANNOT BE CERTAIN THAT WE WILL BE PROFITABLE.

For 1996 and 1997, we incurred net losses of approximately $10.5 million and $10.1 million, respectively, and had net income of approximately $0.6 million in 1998 and a net loss of $33.2 million in 1999. As of December 31, 1999, we had an accumulated deficit of approximately $79.0 million. We expect to have increasing net losses in, and negative cash flows for, the foreseeable future as we continue to develop the Omnicell Commerce Network. We cannot assure you that the Omnicell Commerce Network will be successful or that we can achieve or sustain revenue growth or generate profits. We expect that our operating expenses

10

will increase significantly for the foreseeable future and it is possible that we may never achieve profitability. Even if we do achieve profitability, we may not sustain or increase profitability on a quarterly or annual basis in the future. If we do not achieve or sustain profitability in the future, then we will be unable to continue our operations or will need to raise additional funding.

OUR SUCCESS DEPENDS ON OUR ABILITY TO MANAGE GROWING AND CHANGING OPERATIONS.

We have recently experienced a period of significant expansion in the number of our employees and the scope of our operating and financial systems. This growth has resulted in new and increased responsibilities for management personnel. To accommodate our recent growth, compete effectively and manage potential future growth, we must continue to implement and improve our information systems, procedures and controls, and we must hire competent and qualified personnel. In addition, we must train, motivate and manage our work-force to meet the increasing challenge of simultaneously developing the Omnicell Commerce Network and expanding our automation systems business. These demands will require the addition of new management personnel and the training of existing management personnel, including information systems, sales, technical, service and support personnel. We cannot assure you that our personnel, systems, procedures and controls will be adequate to support our future operations.

SECURITY CONCERNS AND PROBLEMS WITH THE INTERNET OR TRANSACTING BUSINESS OVER THE INTERNET MAY INHIBIT THE GROWTH OF THE OMNICELL COMMERCE NETWORK.

The secured transmission of confidential information over the Internet is essential to maintaining customer confidence in the Omnicell Commerce Network. Customers generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of e-commerce over the Internet, and therefore negatively affect the acceptance of the Omnicell Commerce Network as a means of conducting transactions. Any substantial security breach of our system would significantly harm our reputation and the attractiveness of our service. A party that is able to circumvent our security systems could misappropriate proprietary information and expose us to a risk of loss or litigation and potential liability. A security breach may also cause interruptions in our operations. We will expend significant effort and incur substantial expense to protect against security breaches and their consequences. Despite our implementation of security measures, our networks may be vulnerable to unauthorized and illegal access, computer viruses and other disruptive problems. Eliminating computer viruses and alleviating other security problems may require interruptions, delays or temporary cessation of service to customers using our service. Damage to our reputation and the attractiveness of our service from security concerns or problems could result in the loss of suppliers and customers and could have a material adverse effect on our business. Moreover, our current insurance policies may not be adequate to reimburse us for losses caused by security breaches.

IF THE OMNICELL COMMERCE NETWORK BECOMES UNAVAILABLE FOR EXTENDED PERIODS OF TIME OR IS NOT ABLE TO ADEQUATELY SERVICE INCREASING TRAFFIC LEVELS, OUR REPUTATION AND BUSINESS MAY SUFFER.

The Omnicell Commerce Network must be able to service increasing traffic while maintaining adequate customer service. Users will depend on Internet service providers, telecommunications companies and their own computer networks and equipment for accessing the Omnicell Commerce Network. Each of these could experience outages, delays and other difficulties due to system failures unrelated to our systems. Any performance

11

problems or delays in response time could cause users to perceive problems with the Omnicell Commerce Network causing them to switch to other procurement methods. Any significant interruptions or delays in our system would reduce the volume of transactions on the Omnicell Commerce Network and could harm our reputation and business. Substantial increases in the volume of traffic or the number of transactions taking place on the Omnicell Commerce Network may require expansion and outsourcing of, and upgrades to, our technology infrastructure. We cannot assure you that our systems will be able to accommodate increased traffic in the future. Any failure of our systems could result in fewer transactions and, if sustained or repeated, could impair our reputation and the attractiveness of our services or prevent us from providing our services entirely. Damage to our reputation from service disruptions could result in the loss of customers and could harm our business. Moreover, our current insurance policies may not be adequate to reimburse us for losses caused by service disruptions.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE FLUCTUATIONS MAY IMPACT OUR STOCK PRICE.

Our quarterly operating results have varied significantly in the past and may vary significantly in the future depending on many factors that may include, but are not limited to, the following:

- the success of the Omnicell Commerce Network;

- the timing of additional customers transacting on the Omnicell Commerce Network;

- the size and timing of orders for our automation systems, and their fulfillment and integration;

- changes in pricing policies by us or our competitors;

- the number, timing and significance of product enhancements and new product announcements by us and our competitors;

- changes in the level of our operating expenses, particularly related to the development of the Omnicell Commerce Network;

- our customers' budget cycles; and

- changes in our strategy, seasonal trends and general domestic and international economic and political conditions.

Due to the foregoing factors, our quarterly revenues and operating results are difficult to forecast. Revenues are also difficult to forecast because the online procurement and automation systems markets are rapidly evolving.

The purchase of our automation systems is often part of a customer's larger initiative to re-engineer their distribution and materials management systems. As a result, purchase of our automation systems generally involves a significant commitment of management attention and resources by prospective customers and often require the input and approval of many decision makers, including nurse managers, materials managers, pharmacy directors, financial managers, information systems managers, administrators and boards of directors. For these and other reasons, the sales cycle associated with the sale or lease of our automation systems is often lengthy and subject to a number of delays that we have little or no control over. We cannot assure you that we will not experience delays in the future. A delay in, or loss of, the sale of our automation systems could cause our operating results to vary significantly from quarter to quarter and could harm our business. Accordingly, we believe that period-to-period

12

comparisons of our operating results are not necessarily indicative of our future performance. Although we have recently experienced revenue growth, this growth should not be considered indicative of future revenue growth, if any, or of future operating results.

WE MAY NOT BE ABLE TO RECRUIT AND RETAIN THE PERSONNEL WE NEED TO SUCCEED.

Our success is highly dependent upon the continuing contributions of our key management, sales, technical and engineering staff. We believe that our future success will depend in large part upon our ability to attract, train and retain highly skilled and motivated personnel. In particular, we will need to hire a number of information technology, research and development, programming and engineering personnel to assist in the continued development of our business. As our products are installed in more and more complex environments, greater technical expertise will be required. As our installed base of customers increases, we will also face additional demands on our customer service and support personnel, requiring additional resources to meet these demands. We may experience difficulty in recruiting qualified personnel. Competition for qualified technical, engineering, managerial, sales, marketing and other personnel is intense and we cannot assure you that we will be successful in attracting and retaining qualified personnel. Competitors have in the past attempted, and may in the future attempt, to recruit our employees. Failure to attract and retain key personnel could harm our business, results of operations and financial condition.

IF WE ARE UNABLE TO MAINTAIN OUR RELATIONSHIPS WITH GPOS OR OTHER SIMILAR ORGANIZATIONS, WE MAY HAVE DIFFICULTY SELLING OUR PRODUCTS AND SERVICES.

We have agreements with various hospital purchasing organizations, such as Premier Purchasing Partners, L.P., University Health System Consortium Services Corporation and the Department of Veterans Affairs, that enable us to more readily sell our products and services to customers represented by these purchasing organizations. Our relationships with these purchasing organizations are terminable at the convenience of either party. The loss of our relationship with Premier, for example, could impact the breadth of our customer base and could impair our ability to increase our revenues. In addition, the launch of the Omnicell Commerce Network may harm our relationship with some or all of these purchasing organizations. Although the Omnicell Commerce Network is not structured to compete against these purchasing organizations, we cannot be certain that they will not perceive our e-commerce business as a threat to their short and long-term competitiveness. We cannot guarantee that these purchasing organizations will renew our contracts on similar terms, if at all, and we cannot guarantee that they will not terminate our contracts before they expire.

WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS FOR OUR AUTOMATION SYSTEMS AND WE MAY NOT BE ABLE TO SHIP THESE SYSTEMS ON TIME IF WE ARE UNABLE TO OBTAIN AN ADEQUATE SUPPLY OF COMPONENTS AND EQUIPMENT ON A TIMELY BASIS.

Our production strategy for our automation systems is to work closely with several key subassembly manufacturers and utilize lower cost manufacturers whenever possible. Although many of the components of our systems are standardized and available from multiple sources, certain components or subsystems are fabricated according to our specifications. At any given point in time, we may only use a single source of supply for certain components. Our failure to obtain alternative vendors, if required, for any of the numerous components used to manufacture our products would limit our ability to manufacture our products and could harm our business. In addition, any failure of a maintenance contractor to perform adequately could harm our business.

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OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS COULD ADVERSELY AFFECT OUR ABILITY TO COMPETE.

We believe that our success will depend in part on our ability to obtain patent protection for products and processes and our ability to preserve our trademarks, copyrights and trade secrets. We have pursued patent protection in the United States and foreign jurisdictions for technology that we believed to be proprietary and for technology that offers us a potential competitive advantage for our products and intend to do so in the future. We currently own six United States patents. In addition, we currently have two United States patents allowed and awaiting issue and four United States patents in application. The issued patents relate to various features of our automation systems. We also own four patents in Australia and three patents in Europe, each of which are enforceable in Germany, France, Sweden and Great Britain. There are other applications in process in Australia, Japan, Canada and European Community countries based on issued and pending applications in the United States. There can be no assurance that we will file any patent applications in the future, that any of our patent applications will result in issued patents or that, if issued, such patents will provide significant protection for our technology and processes. Furthermore, there can be no assurance that others will not develop technologies that are similar or superior to our own technology or that others will not design around the patents we own. All Omnicell operating system software is copyrighted and subject to the protection of applicable copyright laws. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or obtain and use information that we regard as proprietary.

INTELLECTUAL PROPERTY OR PRODUCT LIABILITY CLAIMS AGAINST US COULD CAUSE OUR BUSINESS TO SUFFER.

We do not believe that any of our products infringe upon the proprietary rights of third parties. We cannot assure you, however, that third parties will not claim that we have infringed their intellectual property rights with respect to current or future products. We expect that developers of automation systems will be increasingly subject to infringement claims as the numbers of products and competitors in our industry grows and the functionality of products in different industry segments overlaps. Any infringement claims, with or without merit, could be time-consuming to defend, result in costly litigation, divert management's attention and resources, cause product shipment delays or require us to enter into royalty or licensing agreements. These royalty or licensing agreements, if required, may not be available on terms acceptable to us, or at all, which could harm our business, results of operations and financial condition.

Despite the presence of healthcare professionals as intermediaries between our automation systems and patients, we may face exposure to product liability claims brought by patients. Also, in the event that any of our products prove to be defective, we may be required to recall or redesign such products. Although we have not experienced any product liability claims to date, the sale and support of our products may entail the risk of product liability claims, which could be substantial in light of the use of our products in hospitals and other medical environments. A successful claim brought against us, or any claim or product recall that results in negative publicity about us, could harm our business.

WE MAY NOT BE ABLE TO SECURE ADDITIONAL FINANCING TO MEET OUR FUTURE CAPITAL NEEDS.

We plan to continue to expend substantial funds for research and development activities, product development, integration efforts and expansion of sales and marketing activities. We may be required to expend greater than anticipated funds if unforeseen difficulties arise in the

14

course of completing the development and marketing of our products or services or in other aspects of our business. Our future liquidity and capital requirements will depend upon numerous factors, including:

- the success and adoption of the Omnicell Commerce Network;

- our ability to integrate buyers' front-end and back-end systems;

- the receipt of and timing of orders for our automation systems; and

- the cost of developing increased manufacturing and sales capacity.

As a result of the foregoing factors, it is possible that we will be required to raise additional funds through public or private financing, collaborative relationships or other arrangements. We cannot assure you that this additional funding, if needed, will be available on terms attractive to us, if at all. Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants that could affect our ability to pay dividends or raise additional capital. Collaborative arrangements, if necessary to raise additional funds, may require us to relinquish our rights to certain of our technologies, products or marketing territories. Our failure to raise capital when needed could harm our business.

GOVERNMENT REGULATION COULD HARM OUR BUSINESS.

Our online services may be subject to regulation at federal, state and local levels. The laws governing Internet transactions remain largely unsettled, even in areas where there has been some legislative action, such as the federal Internet Tax Freedom Act. The adoption or modification of laws or regulations relating to the Internet or its related technologies could have a material adverse effect on the Omnicell Commerce Network and also adversely affect our business by increasing our costs and administrative burdens. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, libel, consumer protection and taxation apply to the Internet. We cannot assure you that the recent privacy initiative of the Federal Trade Commission will not negatively affect our business. Compliance with any newly adopted laws may prove difficult for us and could harm our business.

While we have implemented a Privacy and Use of Information Policy and strictly adhere to established privacy principles, use of customer information guidelines and federal and state statutes and regulations regarding privacy and confidentiality, we cannot assure you that we will be in compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

While the manufacture and sale of our current products are not regulated by the United States Food and Drug Administration (FDA), we cannot assure you that these products, or our future products, if any, will not be regulated in the future. A requirement for FDA approval could have a material adverse effect on our business. Pharmacies are regulated by individual state boards of pharmacy that issue rules for pharmacy licensure in their jurisdiction. State boards of pharmacy do not license or approve our automation systems; however, pharmacies using our equipment are subject to state board approval. The failure of such pharmacies to meet differing requirements from a significant number of state pharmacy boards could harm our business, results of operations and financial condition. Similarly, hospitals must be accredited by the Joint Commission on Healthcare Accreditation Organization (JCAHO) in order to be eligible for Medicaid and Medicare funds. JCAHO does not approve or accredit

15

automation systems; however, disapproval of our customers' supply management methods and their failure to meet JCAHO requirements could harm our business, results of operations and financial condition.

RISKS RELATING TO THIS OFFERING

OUR STOCK PRICE MAY BE EXTREMELY VOLATILE AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR ABOVE THE INITIAL PUBLIC OFFERING PRICE.

Prior to the offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between the underwriters and us and may not be indicative of the market price for our common stock after the offering. We do not know the extent to which investor interest will lead to the development of an active public market. As a consequence, you may not be able to sell the common stock you purchase at or above the initial public offering price. In particular, the trading prices of many stocks of Internet-related companies have experienced extreme price and volume fluctuations. Because we are an Internet-related company, we expect our stock price to be similarly volatile. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These fluctuations may continue and could harm our stock price. Any negative change in the public's perception of the prospects of Internet-related companies could also depress our stock price, regardless of our results.

In the past, securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. If brought against us, regardless of the outcome, litigation could result in substantial costs and a diversion of our management's attention and resources and could harm our business.

IF WE FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY DECREASE SIGNIFICANTLY.

We may fail to meet the revenue and profitability expectations of public market analysts and investors which could harm our stock price. In addition, public market analysts and investors have not been able to develop consistent financial models for the Internet market because of the unpredictable rate of growth of Internet users, the rapidly changing models of doing business on the Internet and the Internet's relatively low barriers to entry. As a result, and because of the other risks discussed in this prospectus, our actual results may not meet the expectations of public market analysts and investors in future periods. If this occurs, the price of our common stock will likely fall.

AFTER THIS OFFERING, OUR OFFICERS AND DIRECTORS WILL OWN A LARGE PERCENTAGE OF OUR COMMON STOCK AND WILL BE ABLE TO CONTROL THE OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL

Upon the completion of this offering, executive officers, directors and current holders of five percent (5%) or more of our outstanding common stock will, in the aggregate, beneficially own approximately % of our outstanding common stock. As a result, these stockholders will be able to effectively control all matters requiring approval of our stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also delay, deter or prevent a change in control and may make some transactions more difficult or impossible to complete without the support of these stockholders, even if the transaction is favorable to our stockholders. In addition, because of their ownership of our common stock, these stockholders will be in a position to significantly affect our corporate actions in a manner that could conflict with the interests of our public stockholders.

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SUBSTANTIAL SALES OF COMMON STOCK BY OUR EXISTING STOCKHOLDERS COULD CAUSE OUR STOCK PRICE TO FALL.

The market price of our common stock could decline if our existing stockholders sell substantial amounts of our common stock in the public market after this offering. These sales also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon completion of this offering, assuming the number of outstanding shares as of March 31, 2000, we will have outstanding shares of common stock, shares if the underwriters exercise their over-allotment option in full. Of these shares, shares, plus an additional shares if the underwriters exercise their over-allotment option in full, will be freely tradeable without restriction or further registration under the Securities Act of 1933, as amended. Of the remaining shares, a total of approximately shares held by our directors, executive officers and our existing stockholders are subject to lock-up agreements providing that these stockholders will not sell or otherwise dispose of any of their shares for a period of 180 days following the date of the final prospectus for this offering without the prior written consent of Deutsche Bank Securities Inc. Deutsche Bank Securities Inc. can release these lock-up agreements at any time. In addition, options to purchase 5,204,688 shares of our common stock are outstanding as of March 31, 2000, under our 1992 Equity Incentive Plan, our 1995 Management Stock Option Plan and our 1999 Equity Incentive Plan. Following this offering, we expect to register the shares underlying these options. Subject to the exercise of these options, shares included in such registration will be available for sale in the open market immediately after the 180-day lock-up period expires. See "Shares Eligible For Future Sale" for a more detailed discussion.

After this offering, the holders of approximately shares of common stock will be entitled to rights with respect to registration of such shares under the Securities Act. If such holders, by exercising their registration rights, cause a large number of securities to be registered and sold in the public market, these sales could have an adverse effect on the market price for our common stock. If we were to initiate a registration and include shares held by these holders pursuant to the exercise of their registration rights, these sales may impair our ability to raise capital.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT COULD DELAY OR PREVENT A CHANGE IN CONTROL.

Upon the completion of this offering, we will be subject to the Delaware anti-takeover laws. These laws prevent us from engaging in a merger or sale of more than 10% of our assets with any stockholder, including all affiliates and associates of any stockholder, who owns 15% or more of our outstanding voting stock, for three years following the date that such stockholder acquired 15% or more of our assets unless:

- our Board of Directors approves the transaction where the stockholder acquires 15% or more of our assets;

- after the transaction where the stockholder acquires 15% or more of our assets, the stockholder owns at least 85% of our outstanding voting stock, excluding shares owned by directors, officers and employee stock plans in which employee participants do not have the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; or

- on or after this date, the merger or sale is approved by the Board of Directors and the holders of at least two-thirds of the outstanding voting stock that is not owned by the stockholder.

17

A Delaware corporation may opt out of the Delaware anti-takeover laws in its original certificate of incorporation, amended certificate of incorporation or bylaws. We have not opted out of the anti-takeover laws, which could prohibit or delay mergers or other takeovers or changes of control and may discourage attempts by other companies to acquire us.

In addition, our Certificate of Incorporation and Bylaws include a number of provisions that may deter or impede hostile takeovers or changes of control or management. These provisions include:

- a Board of Directors classified into three classes of directors with staggered three-year terms;

- the authority of the Board of Directors to issue up to 5,000,000 shares of preferred stock and to determine the price, rights, preferences and privileges of these shares, without stockholder approval;

- all stockholder actions must be effected at a duly called meeting of stockholders and not by written consent;

- the elimination of cumulative voting; and

- the indemnification of officers and directors against losses incurred during investigations and legal proceedings resulting from their service to us.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF YOUR SHARES.

The initial public offering price is substantially higher than the net tangible book value of each outstanding share of our common stock. As a result, investors participating in this offering will suffer immediate and substantial dilution. The dilution will be $ per share in the net tangible book value of the common stock from the initial public offering price (or $ per share if the underwriters' option to purchase additional shares is exercised in full). This dilution is described in greater detail under "Dilution" in this prospectus. If outstanding options or warrants to purchase shares of common stock are exercised, there will be further dilution.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should" or "will" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that our expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are not under any duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results, unless required by law.

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the shares of common stock we are offering at the initial public offering price of $ , will approximate $ , or $ if the underwriters' over-allotment option is exercised in full after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use approximately $8.1 million of the net proceeds to repay the outstanding principal and interest related to the note held by Baxter Healthcare incurred in connection with our acquisition of the Sure-Med product line in January 1999. The Baxter Healthcare note accrues interest at a rate of 8.0% from January 1999 through January 2001 and 13.0% for the succeeding three years. In addition, the principal under the note is repayable in twelve equal quarterly installments beginning in January 2001.

In addition, we expect to use a portion of the net proceeds for the expansion of sales, marketing and customer support activities and to continue the development and marketing of the Omnicell Commerce Network. We expect to use the remainder of the net proceeds for working capital and other general corporate purposes, including potential acquisitions. We currently have no commitments or agreements and are not involved in any negotiations for acquisitions of complementary products, technologies or businesses.

The amounts that we actually expend on these matters will vary significantly, depending on a number of factors, including future revenue growth, if any, and the amount of cash we generate from operations. As a result, we will retain broad discretion in the allocation of the net proceeds of this offering. Pending use of the net proceeds of this offering, we intend to invest the net proceeds in interest bearing, investment-grade securities.

DIVIDEND POLICY

We currently intend to retain future earnings, if any, to finance the expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. The terms of our line of credit prohibit the payment of cash dividends on our capital stock without the consent of our lender.

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CAPITALIZATION

The table below presents the following information:

- our actual capitalization as of December 31, 1999; and

- our pro forma as adjusted capitalization as of December 31, 1999 after giving effect to the conversion of all outstanding shares of our redeemable convertible preferred stock, convertible preferred stock and convertible note payable into shares of our common stock upon completion of this offering and to reflect the receipt of the net proceeds from our sale of shares of common stock at an assumed initial public offering price of $ per share in this offering, less underwriting discounts and commissions and estimated offering expenses payable by us as discussed in "Use of Proceeds."

You should read this table in conjunction with the Financial Statements and the other financial information included in this prospectus.

                                                                DECEMBER 31, 1999
                                                              ----------------------
                                                                          PRO FORMA
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
                                                                  (IN THOUSANDS)
Cash, cash equivalents and short-term investments...........  $  6,698    $
                                                              ========    ========
Long-term debt, net of current portion......................  $  8,464    $
Redeemable convertible preferred stock, no par value;
  3,604,000 shares authorized, 1,081,200 shares issued and
  outstanding, actual; none, pro forma as adjusted..........    15,166
Stockholders' equity (net capital deficiency):
  Convertible preferred stock, no par value; 18,500,000
    shares authorized (including 3,604,000 shares designated
    as redeemable convertible preferred stock); 11,527,848
    shares issued and outstanding, actual; 5,000,000 shares
    authorized, no shares issued and outstanding, pro forma
    as adjusted.............................................    33,854
  Common stock, no par value, 35,000,000 shares authorized,
    2,634,211 shares issued and outstanding, actual;
    50,000,000 shares authorized,       shares issued and
    outstanding, pro forma as adjusted......................     2,302
  Accumulated deficit.......................................   (78,995)
                                                              --------    --------
    Total stockholders' equity (net capital deficiency).....   (42,839)
                                                              --------    --------
      Total capitalization..................................  $(19,209)
                                                              ========    ========

This table excludes the following shares issued or issuable as of March 31, 2000:

- 5,204,688 shares of common stock that may be issued upon exercise of options;

- 106,749 shares of common stock that may be issued upon exercise of warrants;

- 2,591,016 shares of common stock reserved for future issuance under our stock option and employee stock purchase plans; and

- 3,010,528 shares of common stock issuable upon conversion of the Series K convertible preferred stock issued in the three months ended March 31, 2000.

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DILUTION

Our pro forma net tangible book value as of December 31, 1999, was approximately $(27.3) million, or $(1.76) per share. Pro forma net tangible book value per share represents the amount of pro forma stockholders' equity, assuming conversion of all of our redeemable convertible preferred stock and convertible note payable into common stock, less intangible assets, divided by the pro forma number of shares of common stock outstanding as of December 31, 1999. Dilution per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma net tangible book value per share of common stock immediately after completion of this offering.

Pro forma net tangible book value as of December 31, 1999, after giving effect to the sale of shares of common stock offered by us at an initial public offering price of $ per share and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, would have been $ million, or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to existing stockholders and an immediate dilution in pro forma net tangible book value of $ per share to investors purchasing our common stock in this offering, as illustrated in the following table:

Assumed initial public offering price per share.............                    $
  Pro forma net tangible book value per share as of
    December 31, 1999.......................................    $
  Increase per share attributable to new investors..........
                                                                --------
Pro forma net tangible book value per share after this
  offering..................................................
                                                                                --------
Pro forma dilution per share to new investors...............                    $
                                                                                ========

The table below summarizes, on a pro forma basis, the differences between our existing stockholders and the new investors purchasing our common stock in this offering with respect to the total number of shares purchased from us, the total consideration paid and the average price per share paid, based upon an initial public offering price of $ per share.

                                            SHARES PURCHASED     TOTAL CONSIDERATION
                                           -------------------   -------------------   AVERAGE PRICE
                                            NUMBER    PERCENT     AMOUNT    PERCENT      PER SHARE
                                           --------   --------   --------   --------   -------------
Existing stockholders....................                    %   $                 %      $

New investors............................
                                            ------     ------    -------     ------       -------

  Total..................................
                                            ======     ======    =======     ======       =======

The above discussion and tables assume no exercise of stock options after December 31, 1999.

If the underwriters exercise their over-allotment in full, the following will occur:

- the number of shares of common stock held by existing stockholders will decrease to approximately % of the total number of shares of our common stock outstanding; and

- the number of shares held by new investors will increase to shares, or approximately % of the total number of our common stock outstanding after this offering.

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SELECTED CONSOLIDATED FINANCIAL DATA

To aid you in your analysis, we are providing the following information. We derived the selected consolidated financial data as of December 31, 1998 and 1999 and for the years ended December 31, 1997, 1998 and 1999 from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial data as of December 31, 1995, 1996 and 1997 and for the year ended December 31, 1996 are derived from audited financial statements (with adjustments made to reflect the requirements of Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," issued by the Securities and Exchange Commission in December 1999) not included in this prospectus. The selected consolidated financial data for the year ended December 31, 1995 are derived from unaudited financial statements not included in this prospectus. The pro forma net loss per share and shares used in computing pro forma net loss per share are calculated as if all of our redeemable convertible preferred stock, convertible preferred stock and convertible notes payable were converted into shares of our common stock on the date of their issuance. Other data has not been derived from our financial statements.

                                                                  YEAR ENDED DECEMBER 31,
                                                    ----------------------------------------------------
                                                      1995       1996       1997       1998       1999
                                                    --------   --------   --------   --------   --------
                                                      (IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
STATEMENT OF OPERATIONS:
Revenues..........................................  $  7,728   $ 21,554   $ 36,073   $48,212    $ 52,604
Cost of revenues..................................     4,999     10,560     16,211    17,384      36,140
                                                    --------   --------   --------   -------    --------
Gross profit......................................     2,729     10,994     19,862    30,828      16,464
Operating expenses:
  Research and development........................     3,353      4,052      5,921     5,986       8,977
  Selling, general and administrative.............    11,681     18,096     24,805    25,060      37,998
  Integration expenses............................        --         --         --        --         785
                                                    --------   --------   --------   -------    --------
    Total operating expenses......................    15,034     22,148     30,726    31,046      47,760
                                                    --------   --------   --------   -------    --------
Loss from operations..............................   (12,305)   (11,154)   (10,864)     (218)    (31,296)
Interest income (expense), net....................        38        694        953     1,039      (1,767)
                                                    --------   --------   --------   -------    --------
Income (loss) before income taxes.................   (12,267)   (10,460)    (9,911)      821     (33,063)
Provision for income taxes........................        (1)        --        201       185         150
                                                    --------   --------   --------   -------    --------
Net income (loss).................................  $(12,268)  $(10,460)  $(10,112)  $   636    $(33,213)
Preferred stock accretion.........................        --        (11)       (22)      (22)         --
                                                    --------   --------   --------   -------    --------
Net income (loss) available to common
  stockholders....................................  $(12,268)  $(10,471)  $(10,134)  $   614    $(33,213)
                                                    ========   ========   ========   =======    ========
Net income (loss) per share:
  Basic...........................................  $  (8.75)  $  (6.48)  $  (5.54)  $  0.29    $ (14.12)
  Diluted.........................................  $  (8.75)  $  (6.48)  $  (5.54)  $  0.04    $ (14.12)
Weighted average common shares outstanding:
  Basic...........................................     1,402      1,613      1,830     2,083       2,353
  Diluted.........................................     1,402      1,613      1,830    17,621       2,353
Pro forma net loss per share:
  Basic and diluted...............................                                              $  (2.10)
                                                                                                ========
Pro forma weighted average common shares
  outstanding:
  Basic and diluted...............................                                                15,801

OTHER DATA:
Cumulative number of sites of installed automation
  systems.........................................       116        372        624     1,030       1,306

22

                                                                DECEMBER 31,
                                            ----------------------------------------------------
                                              1995       1996       1997       1998       1999
                                            --------   --------   --------   --------   --------
                                                               (IN THOUSANDS)
BALANCE SHEET DATA:
Cash, cash equivalents and short-term
  investments.............................  $ 7,865    $20,821    $ 16,540   $ 22,072   $  6,698
Total assets..............................   15,274     37,246      43,149     46,361     36,449
Deferred gross profit.....................    2,425      7,883      17,390     20,227     31,370
Long-term obligations, net of current
  portion.................................      826        160         117         67      9,309
Redeemable convertible preferred stock....       --     25,238      25,260     25,282     15,166
Total stockholders' equity (net capital
  deficiency).............................    8,053     (2,295)    (11,738)   (10,519)   (42,839)


- Cost of revenues for the year ended December 31, 1999 includes special charges related to the writedown of Sure-Med inventory--$12.5 million; additional costs recorded due to sale of Sure-Med inventory which was recorded at fair value upon acquisition--$1.1 million and writedown of inventory designated for a marketing program--$1.5 million.

- Loss from operations for the year ended December 31, 1999 includes integration expenses associated with acquisition of Sure-Med product line--$0.8 million; write off of equity investment--$0.6 million; and write off of leasehold improvements and other equipment--$0.9 million.

- Net loss and pro forma net loss per share for the year ended December 31, 1999, excluding non-recurring charges and charges associated with the Sure-Med product line acquisition would have been $(15.8) million and $(1.00), respectively.

- Deferred gross profit on the balance sheet represents gross margin on sales of automation products that have been shipped to, accepted and in most instances paid for by our customer but not yet installed at the customer site. The revenues and cost of revenues for such items will be recorded upon completion of installation.

- The amounts shown for the year ended December 31, 1999 include the results of the Sure-Med product line acquisition from January 29, 1999 to the end of 1999. When you read this selected consolidated financial data, it is important that you also read the historical consolidated financial statements and related Notes included in this prospectus, as well as the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YOU SHOULD READ THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS INCLUDED ELSEWHERE IN THIS PROSPECTUS. THIS DISCUSSION AND ANALYSIS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK, UNCERTAINTIES AND ASSUMPTIONS. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF MANY FACTORS, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS.

OVERVIEW

We provide a comprehensive, buyer-focused, supply chain management solution that addresses the limitations of the traditional healthcare supply chain. The Omnicell Commerce Network and our supply and pharmacy automation systems enable customers to procure and manage a wide range of medical and non-medical supplies and pharmaceuticals.

We were formed in 1992 and began offering our supply automation systems for sale in 1993. In late 1996, we introduced our first pharmacy automation system. In January 1999, we expanded our pharmacy product line and customer base with the acquisition of the Sure-Med product line from Baxter Healthcare. In November 1999, we launched the Omnicell Commerce Network, an e-commerce service that consists of two Web-based applications, OmniBuyer and OmniSupplier, that incorporate and extend Commerce One's business-to-business e-commerce technology platform into healthcare. We installed our first OmniBuyer site in November 1999 at Rush Presbyterian-St. Luke's Medical Center in Chicago, Illinois. Through March 31, 2000, four additional buyers and three suppliers have begun transacting on the Omnicell Commerce Network.

We have installed over 14,000 of our automation systems in over 1,300 hospitals and other healthcare facilities. Our automation systems are sold primarily in the United States. We also sell such systems in Canada and Europe. We manufacture the majority of our systems in our production facility in Palo Alto, California. In addition, we maintain a refurbishment and spare parts facility in Waukegan, Illinois. Our sales activities are conducted through a dedicated direct sales and field operations organization located in the United States, Canada and Europe. We also have an agreement with an international distributor located in Australia. To date, sales through distributors have not been significant.

REVENUES

Our revenues have increased significantly since our inception, and from 1996 to 1999, we experienced compound annual revenue growth of 35%. The increase in our revenues has been due to several factors, including: the increased market acceptance of our supply automation systems; the introduction and increased market acceptance of our pharmacy automation systems; and the expansion of our direct sales and field operations organization.

Sun Healthcare was our largest customer, representing 19.7% of our revenues in 1997, 20.5% in 1998 and 9.7% in 1999. Sun Healthcare filed for Chapter 11 bankruptcy protection in 1999. Accordingly, we do not anticipate any significant revenue from Sun Healthcare in future quarters.

Customers acquire our automation systems through either outright purchase basis or non-cancelable long-term leases, which typically have terms of 60 months. We bill our customers upon delivery and acceptance of our automation systems and recognize revenue

24

when the systems are installed. Deferred gross profit on our balance sheet represents automation systems that have been shipped to and, in most instances, paid for by our customers but not yet installed at the customer site. We record these shipments as deferred gross profit because title to the inventory has passed to the customer. Generally, we try to install our automation systems within six to nine months after shipment, but installation can take a year or more. Some customers experience delays in installation due to construction and delays in receiving interfaces from third parties. Deferred gross profit is not equal to gross margin because it does not include installation costs, which are incurred in the period when revenue is recognized.

Typically, we will sell our customer lease agreements to third-party leasing companies. Lease revenue is recognized only to the extent of the amounts funded by the leasing company. As part of the initial sale of our automation systems, customers typically sign a one-year service agreement, and service revenues are recognized over the term of these agreements. Service and other revenues include month to month rentals, license fees and service and maintenance contract revenue. On occasion, a customer will rent certain equipment on a month-to-month basis. Fees from such rentals are recognized monthly. Service and other revenue should continue to grow modestly as a percentage of total revenue consistent with the growth of our installed base of automation systems.

Revenues from our automation business are difficult to forecast because the sales cycle, from initial assessment to product installation involves a significant commitment of capital and time, varies substantially from customer to customer and can take more than one year. Specifically, the customer's order approval process is subject to internal procedures associated with large capital expenditures and the time associated with accepting new technologies that affect mission critical operations. For these and other reasons, the sales cycle associated with the purchase of our automation products is typically lengthy and subject to a number of significant risks, including customers' budgetary constraints and internal acceptance reviews over which we have little or no control.

As of December 31, 1999, we had not generated any revenues from the Omnicell Commerce Network. In the future, we expect to generate such revenue from multiple sources, including OmniBuyer subscription fees from healthcare facility customers and OmniSupplier connection and transaction fees from suppliers. Revenue growth from the Omnicell Commerce Network will be dependent upon realizing significant subscription, connection and transaction fees. We also intend to pursue revenue opportunities from data collected on the Omnicell Commerce Network and to generate fees from a percentage of transaction volume with suppliers who want to co-market Internet services with us to Web-enable their customers.

Revenues from the Omnicell Commerce Network are difficult to forecast due to its early stage of implementation. Healthcare facilities have been slow to adopt new technologies and historically have not allocated as large a percentage of their budget on information technologies as corporations in other service industries typically do. In addition, while we believe there are significant benefits in adopting our Web-based procurement solution, demand from our potential healthcare facility and supplier customers may not develop as rapidly as we expect.

COSTS AND EXPENSES

Our expense levels are based, in part, on our expectations of future revenue levels. If revenue levels are below expectations, operating results are likely to be negatively impacted. In particular, operating results may be disproportionately affected by a reduction in revenue.

25

In addition, we have never achieved profitability on an operating basis, and our current revenues and gross margin are not sufficient to cover our operating expenses, especially in light of our ongoing investment in the Omnicell Commerce Network. Based on the foregoing, we believe that period to period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance.

Cost of revenues consists primarily of direct materials, labor and overhead required to manufacture automation systems. Cost of revenues includes costs required to install our systems at the customer location, as well as costs of service and spare parts required to maintain and support installed systems. Direct materials and installation costs are mostly variable. Manufacturing labor and overhead remain relatively fixed over ranges of production volume. The cost of service and spare parts tends to increase as the size of the installed base of customers increases. Cost of sales also includes the amortization of software license fees.

Our research and development expenses include engineering and development salaries, wages and benefits, prototyping and laboratory expenses, consulting expenses and engineering-related facilities and overhead charges. Most of the research and development expenses are personnel or facilities related and as such are relatively fixed. Prototyping and consulting expenses will vary depending on the stage of completion of various engineering and development projects.

Selling, general and administrative expenses include costs to support the sales, marketing, field operations and customer support and administration organizations. Most of these costs are personnel or facilities-related and are relatively fixed. Bonuses and sales commissions will typically change in proportion to revenue or profitability. Other expenditures, such as advertising, promotions and consulting, are neither fixed nor variable and will fluctuate depending on product introductions, promotional programs and trade shows.

We anticipate incurring significant incremental development and selling, general and administrative expenses as we launch, support and promote the Omnicell Commerce Network. We expect these expenses to include such items as:
Commerce One support fees, project management services, catalog development and management fees, hosting charges, recruiting and training costs, marketing, advertising, promotion and selling initiatives.

26

RESULTS OF OPERATIONS

The following table sets forth certain items included in our results of operations for the three years ended December 31, 1997, 1998 and 1999 expressed as a percentage of our net revenue for these periods:

                                                                    YEAR ENDED DECEMBER 31,
                                                              ------------------------------------
                                                                1997          1998          1999
                                                              --------      --------      --------
Revenues....................................................   100.0%        100.0%        100.0%
Cost of revenues............................................    44.9          36.1          68.7
                                                               -----         -----         -----
Gross profit (loss).........................................    55.1          63.9          31.3

Operating expenses:
  Research and development..................................    16.4          12.4          17.1
  Selling, general and administrative.......................    68.8          52.0          72.2
  Integration expenses......................................     0.0           0.0           1.5
                                                               -----         -----         -----
      Total operating expenses..............................    85.2          64.4          90.8

Loss from operations........................................   (30.1)         (0.5)        (59.5)
Interest income (expense), net..............................     2.6           2.2          (3.4)
                                                               -----         -----         -----

Income (loss) before provision for income taxes.............   (27.5)          1.7         (62.9)
Provision for income taxes..................................     0.6           0.4           0.3
                                                               -----         -----         -----

Net income (loss)...........................................   (28.0)          1.3         (63.1)
Preferred stock accretion...................................    (0.1)          0.0           0.0
                                                               -----         -----         -----

Net income (loss) available to common stockholders..........   (28.1)          1.3         (63.1)
                                                               =====         =====         =====

YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

REVENUES. Revenues increased by 9.1% from $48.2 million in 1998 to $52.6 million in 1999, due primarily to a 3.5% increase in the number of automation systems installed and a 5.4% increase in average selling prices. Our revenue growth in 1999 was negatively impacted by a decline in purchases by our largest customer, Sun Healthcare, due to its financial difficulties and by delays in purchase decisions by other customers over concerns related to Year 2000. Many healthcare facilities directed a significant portion of their internal administrative and information technology resources toward correcting deficiencies in their Year 2000 compliance programs and consequently, were not receptive to implementing additional systems such as ours in the second half of 1999. The increase in average selling prices in 1999 as compared to 1998 is a result of fewer promotional discounts, a general firming of competitive pricing and a higher sales mix of pharmacy systems, which are priced higher than our supply automation systems on a per unit basis.

Revenues increased by 33.7% from $36.1 million in 1997 to $48.2 million in 1998, due primarily to increases in unit volumes reflecting continued market acceptance of our automation systems. Revenues also increased due to an increase in selling prices resulting from a continued higher mix of our pharmacy systems which have higher per unit prices than our supply systems.

COST OF REVENUES. Cost of revenues increased by 107.9% from $17.4 million in 1998 to $36.1 million in 1999, due primarily to a $12.5 million writedown of Sure-Med product line inventory to net realizable value in the fourth quarter of 1999 because of lower than anticipated demand for Sure-Med products following the acquisition. An additional special

27

charge included in cost of revenues in the fourth quarter of 1999 was a $1.5 million writedown of systems inventory committed to certain customers at no charge under a marketing program. Cost of revenues also includes $1.1 million of purchase accounting adjustment due to the sale of Sure-Med inventories that had been written up to fair value.

Excluding the impact of the Sure-Med inventory and other writedowns, cost of revenues increased by 20.7% from $17.4 million in 1998 to $21.0 million in 1999, reflecting an increase in the number of systems installed partially offset by a decrease in manufacturing costs per unit. As a percent of sales, cost of revenues, excluding the impact of the Sure-Med inventory and other write offs, increased from 36.1% to 39.9%.

Cost of revenues increased by 7.2% from $16.2 million in 1997 to $17.4 million in 1998. The increase in cost of revenues is due to the 34% increase in sales that was partially offset by a reduction in materials costs per unit and increases in manufacturing productivity.

RESEARCH AND DEVELOPMENT. Research and development expenses increased by 50.0% from $6.0 million in 1998 to $9.0 million in 1999. The increase in research and development expenses was primarily attributable to higher costs associated with additional engineering personnel retained as part of the acquisition of the Sure-Med product line from Baxter Healthcare. We anticipate that we will continue to commit significant resources to research and development in future periods to enhance and extend our automation systems and to customize Commerce One's technology for Omnicell Commerce Network customers. We expect that research and development expenses will increase in dollar terms and as a percentage of sales from current levels, particularly as we add engineering resources for integration, cataloging and modifying OmniBuyer and OmniSupplier to meet the needs of our customers. To date, we have not capitalized any software development costs.

Research and development expenses increased by 1.1% from $5.9 million in 1997 to $6.0 million in 1998. The increase in research and development expenses reflects costs associated with the introduction of our Web-enabled DataCenter.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative costs increased by 51.6% from $25.1 million in 1998 to $38.0 million in 1999. The increase in selling, general and administrative expenses is due to staffing increases necessary to manage and support our growth in revenue, as well as increased staffing as a result of the acquisition of the Sure-Med product line from Baxter Healthcare. Also included in selling, general and administrative costs are special charges of $0.9 million relating to the write off of leasehold improvements and other equipment and $0.6 million relating to the write off of an equity investment. We anticipate that we will continue to commit significant resources to our sales, customer support, marketing, finance and administration organizations, and have accelerated hiring to support the Omnicell Commerce Network. We expect that selling, general and administrative expenses will continue to increase in dollar terms.

Selling, general and administrative expenses increased by 1.0% from $24.8 million in 1997 to $25.1 million in 1998. Increased efficiency in the customer support organization contributed to our ability to limit increases in selling, general and administrative costs in 1998.

INTEGRATION EXPENSES. Integration expenses of $0.8 million in 1999 consists of costs associated with the integration of Omnicell and Sure-Med engineering efforts, product lines and marketing efforts.

INTEREST INCOME (EXPENSE). Net interest income was $1.0 million in 1998 compared to net interest expense of $1.8 million in 1999, reflecting a reduction in interest income due to a

28

decrease in cash, cash equivalents and short-term investments balances and an increase in interest expense due to debt obligations incurred as part of the Sure-Med acquisition, as well as interest paid to Sun Healthcare with redemption of its redeemable preferred stock.

Net interest income was $1.0 million during both 1997 and 1998.

QUARTERLY RESULTS OF OPERATIONS

In any given quarter, it is common for a few customers to make up a substantial percentage of our automation systems revenue, although the identity of such customers generally varies from quarter to quarter. The timing of purchase decisions by large hospital customers has a material impact on our deferred gross profit position but a less significant impact on quarterly results of operations which depend on our ability to install systems that have already been shipped to customers.

Our quarterly operating results have varied significantly in the past and may vary significantly in the future depending on many factors that may include, but are not limited to, the following:

- the success of the Omnicell Commerce Network;

- timing of additional customers transacting on the Omnicell Commerce Network;

- the size and timing of significant orders and their fulfillment and integration;

- changes in pricing policies by us or our competitors;

- the number, timing and significance of product enhancements and new product announcements by us and our competitors;

- changes in the level of our operating expenses, particularly related to the development of the Omnicell Commerce Network;

- our customers' budgeting cycles; and

- changes in our strategy and general domestic and international economic and political conditions.

29

The following tables present certain unaudited statement of operations data for each quarter of 1998 and 1999 and express this as a percentage of the Company's revenues for the periods indicated. This data has been derived from unaudited consolidated financial statements and has been prepared on the same basis as the Company's audited consolidated financial statements which appear elsewhere in this prospectus. In the opinion of our management, this data includes all adjustments, consisting only of normal recurring adjustments and, in the fourth quarter of 1999, special charges described below, necessary for a fair presentation of such data.

                                                                         THREE MONTHS ENDED
                                                              -----------------------------------------
                                                              MAR 31,    JUN 30,    SEP 30,    DEC 31,
                                                                1999       1999       1999       1999
                                                              --------   --------   --------   --------
                                                                           (IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
Revenues....................................................  $13,813    $11,451    $13,184    $ 14,155
Cost of revenues(1).........................................    4,663      4,139      5,021      22,317
                                                              -------    -------    -------    --------
Gross profit (loss).........................................    9,150      7,312      8,163      (8,162)
Operating expenses:
  Research and development..................................    1,819      2,078      2,505       2,575
  Selling, general and administrative(2)....................    8,084      8,925     10,022      10,968
  Integration expenses......................................      286        362        137          --
                                                              -------    -------    -------    --------
    Total operating expenses................................   10,189     11,365     12,664      13,543
Loss from operations........................................   (1,039)    (4,053)    (4,501)    (21,705)
Interest income (expense), net..............................     (374)      (521)      (569)       (303)
                                                              -------    -------    -------    --------
Loss before provision for income taxes......................   (1,413)    (4,574)    (5,070)    (22,008)
Provision for income taxes..................................       24         40         --          85
                                                              -------    -------    -------    --------
Net loss....................................................  $(1,437)   $(4,614)   $(5,070)   $(22,093)
                                                              =======    =======    =======    ========
AS A PERCENTAGE OF REVENUES:
Cost of revenues............................................     33.7%      36.2%      38.1%      157.7%
Gross profit (loss).........................................     66.3       63.8       61.9       (57.7)
Operating expenses:
  Research and development..................................     13.2       18.1       19.0        18.2
  Selling, general and administrative.......................     58.5       77.9       76.0        77.5
  Integration expenses......................................      2.1        3.2        1.0         0.0
                                                              -------    -------    -------    --------
    Total operating expenses................................     73.8       99.2       96.1        95.7
Loss from operations........................................     (7.5)     (35.4)     (34.2)     (153.4)
Interest income (expense), net..............................     (2.7)      (4.5)      (4.3)       (2.1)
                                                              -------    -------    -------    --------
Loss before provision for income taxes......................    (10.2)     (39.9)     (38.5)     (155.5)
Provision for income taxes..................................      0.2        0.4        0.0         0.6
                                                              -------    -------    -------    --------
Net loss....................................................    (10.4)     (40.3)     (38.5)     (156.1)
                                                              =======    =======    =======    ========


(1) Includes special charges in the fourth quarter of 1999 related to writedown of Sure-Med inventory--$12.5 million; additional costs recorded due to sale of Sure-Med inventory which was recorded at fair value upon acquisition-- $1.1 million and writedown of inventory designated for a marketing program--$1.5 million.

(2) Includes special charge in the second quarter of 1999 related to write-off of leasehold improvements and other equipment--$0.9 million and a special charge in the fourth quarter of 1999 related to write-off of equity investment--$0.6 million.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations since inception primarily through the private placement of equity securities, as well as through equipment financing and secured loan arrangements. Through December 31, 1999, we have raised approximately $51.3 million from the private placement of equity securities, net of redemptions.

As of December 31, 1999, our principal sources of liquidity included $6.7 million in cash, cash equivalents and short-term investments and an undrawn $10.0 million revolving credit facility. Our funds are currently invested in U.S. Treasury and government agency obligations, investment grade commercial paper and short-term interest-bearing securities.

In connection with the acquisition of the Sure-Med product line, we incurred a note payable to Baxter Healthcare of approximately $7.9 million. The note is secured by

30

substantially all of the assets supporting the Sure-Med product line. The note is for a term of five years and is repayable in twelve equal quarterly installments beginning in 2001. Interest payments are due quarterly at a rate of 8.0% for the first two years and 13.0% for the succeeding three years. We expect to utilize a portion of the proceeds from this offering to repay the Baxter Healthcare note in full.

In March 1999, in connection with the acquisition of the Sure-Med product line, we established a revolving credit facility of $10.0 million that we have not utilized. Any advances under the credit facility would be secured by substantially all of our assets. Interest under the credit agreement is payable at an annual rate equal to our lender's prime rate plus 1.5%. Our credit agreement contains covenants that include limitations on indebtedness and liens, in addition to thresholds relating to net capital deficiencies and ratios that define borrowing availability and restrictions on the payment of dividends. As of December 31, 1999, we were not in compliance with certain financial covenants and no amounts were outstanding or available under the credit agreement. After the consummation of this offering, we expect to be in compliance with such covenants.

We used cash of $5.2 million in operating activities in 1999 compared to $6.7 million provided by operating activities in 1998. The net loss of $33.2 million for 1999 was partially offset by non-cash charges for depreciation and amortization of $2.0 million, Sure-Med product line inventory and related fixed asset write offs of $14.5 million and an investment writedown of $0.5 million, and an increase in deferred gross profit of $8.2 million.

We generated cash of $12,000 from investing activities in 1999 compared to $7.3 million used in investing activities in 1998. Net maturities of short-term investments were $6.4 million in 1999 compared to net purchases of $5.5 million in 1998. Our 1999 expenditures for property and equipment of $6.0 million exceeded the $1.8 million expended in 1998.

We used cash of $3.8 million in financing activities in 1999 compared to $0.6 million provided by financing activities in 1998.

We redeemed 720,800 shares of Series J redeemable convertible preferred stock from Sun Healthcare for $10.1 million plus interest of $1.6 million. This redemption consisted of $6.0 million in cash and the balance was paid by offsetting Sun Healthcare's outstanding accounts receivable balances.

SUBSEQUENT EVENTS

In the three months ended March 31, 2000, we raised an additional $28.6 million through the issuance of Series K preferred stock to qualified investors. We also spent $2.5 million to redeem 180,200 shares of our Series J preferred stock.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET AND INTEREST RATE RISK

The following discusses our exposure to market risk related to changes in interest rates, foreign currency exchange rates and equity prices. We reduce the sensitivity of our results of operations to these risks by maintaining an investment portfolio which is comprised solely of highly rated, short-term investments. We do not hold or issue derivative, derivative commodity instruments or other financial instruments for trading purposes. We are exposed to currency exchange fluctuations, as we sell our products internationally. We manage the sensitivity of our international sales by denominating all transactions in U.S. dollars.

We are exposed to interest rate risk, as we use additional debt financing periodically to fund capital expenditures. The interest rate that we may be able to obtain on debt financings will depend on market conditions at that time and may differ from the rates we have secured in the past.

31

BUSINESS

OVERVIEW

We provide a Web-based, end-to-end supply chain management solution targeting hospitals and other healthcare facilities and their suppliers. The Omnicell Commerce Network and our supply and pharmacy automation systems enable customers to procure and manage a wide range of medical and non-medical supplies and pharmaceuticals. Currently, many procurement and inventory management processes at healthcare facilities, including ordering, record keeping and billing procedures, are costly, highly inefficient and predominantly manual. The Omnicell Commerce Network streamlines these processes, and our automation systems significantly reduce waste and inefficiencies, thereby improving the speed and cost-effectiveness of the overall healthcare supply chain.

Our end-to-end solution is designed to give customers broad access to both vertical (medical and pharmaceutical) and horizontal (non-medical) online marketplaces. We have experienced integration teams working directly with each individual department within healthcare facilities (including hospitals and alternate care facilities) to determine their internal ordering processes and systems. We then customize and integrate our applications to enable proper accounting and coordination of the procurement and inventory management process. These applications automate the healthcare facilities' front-end operations, such as the requisition and approval functions, and link them with their existing back-end systems, such as the ERP, healthcare information, materials management and purchasing systems.

The Omnicell Commerce Network is an e-commerce service that consists of two Web-based applications, OmniBuyer and OmniSupplier, that incorporate and extend Commerce One's business-to-business e-commerce technology platform into healthcare. With these two applications, we connect buyers and suppliers to create a network that provides healthcare buyers with broad access to medical and non-medical products and services. The Omnicell Commerce Network is a secure and integrated network that is buyer-focused and provides a single online point of entry for the procurement needs of healthcare buyers. It establishes, maintains and enhances buyer-supplier relationships. The network's hosted Web-based procurement application provides healthcare buyers with the following advantages:

- online automation of front-end requisition and approval functions;

- online access to customized multi-supplier catalogs;

- reduced processing costs and pricing disputes;

- integration with back-end systems;

- Web-enabled back-end systems; and

- access to low-cost information services.

Rush Presbyterian-St. Luke's Medical Center in Chicago, Illinois began transacting on the Omnicell Commerce Network in November 1999 using a prior version of OmniBuyer. The current version was made available on February 29, 2000, and through March 31, 2000, four additional buyers and three suppliers had begun transacting on the Omnicell Commerce Network. We intend to continue to aggressively add more buyers and suppliers to the Omnicell Commerce Network. We have structured the network based on an ASP business model that provides clear economic benefits for all participants. We intend to generate revenues through subscription fees from buyers and connection and transaction fees from suppliers. In addition, because we are not exclusively affiliated or aligned with any medical

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supply or pharmaceutical manufacturer, distributor or GPO, we are able to serve as a neutral and unbiased e-commerce facilitator, thereby enabling, rather than constricting, the relationship between buyers and suppliers.

Our automation systems manage and dispense medical supplies and pharmaceuticals directly to healthcare professionals throughout a healthcare facility at the point of use. These automation systems consist of modular, secured and computerized cabinets that collect and share data with healthcare facilities' existing information systems. They allow our customers to track transaction data, inventory levels, expenses and patient billing. Since 1993, we have installed over 14,000 cabinets in over 1,300 healthcare facilities. We estimate that approximately $600 million in medical supplies flowed through our installed automation systems in 1999. We generated revenue of approximately $52.6 million in 1999 from the sale and lease of our automation systems and related services.

INDUSTRY BACKGROUND

THE HEALTHCARE SUPPLY CHAIN

The U.S. healthcare industry has been undergoing significant changes as third-party payors, such as Medicare, Medicaid and insurers, increase their efforts to control the cost of healthcare services and related reimbursements. As a result, healthcare organizations are beginning to focus on improving internal technologies and operations management, including procurement and inventory management processes, as they seek to reduce costs. However, the high degree of buyer and supplier fragmentation in the healthcare supply chain and its associated inefficiencies present significant obstacles to achieving this goal. The U.S. healthcare market alone includes approximately 6,000 hospitals, 17,000 alternate care facilities, 2,300 payors, 20,000 medical products suppliers, 450 national distributors, 10,000 local distributors and 2,100 GPOs. We estimate that total U.S. healthcare supply chain annual expenditures exceed $200 billion, which includes medical and non-medical supplies, pharmaceuticals, services and equipment. We also estimate that medical and non-medical supplies and pharmaceuticals represent over 25% of a typical hospital's expenditures.

LIMITATIONS OF THE TRADITIONAL HEALTHCARE SUPPLY CHAIN

The traditional healthcare supply chain is highly fragmented and inefficient and fails to adequately address the comprehensive needs of buyers and suppliers. A study conducted by Computer Sciences Corporation for the Efficient Healthcare Consumer Response, an association of healthcare manufacturers, distributors and providers, estimated that in 1996 the total annual supply chain process costs in the U.S. for consumable medical/surgical devices, non-retail pharmaceuticals and non-capital diagnostics were $23 billion. The study estimated that $11 billion could be eliminated through more efficient supply chain management.

Healthcare organizations typically must coordinate the purchase, delivery and management of thousands of medical and non-medical products from hundreds of suppliers on a regular basis. In addition, these organizations must track inventory usage and cost. Their efforts are limited by a number of factors, including:

- TIME-CONSUMING AND COMPLEX PROCUREMENT PROCESSES. A typical healthcare facility's procurement process is built along departmental lines and consists of a lengthy, paper-based requisition and approval sequence involving many individuals at different levels of authority. This sequence must be followed to maintain GPO compliance to ensure benefits from contracted pricing, whether it be a first-time order or the re-ordering of an existing product.

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- UNCOORDINATED PURCHASE DECISION MAKING. Funneling purchasing decisions to a centralized authority often leads to a bottleneck as requisitions await approval. To avoid delays, buyers often make purchases outside of this centralized process. This makes it difficult to monitor and coordinate purchases and often results in higher prices on purchases made without the benefit of contracted prices.

- INEFFICIENT CONNECTIVITY TO SUPPLIERS. Healthcare buyers utilize a variety of manual and automated processes for their procurement needs. Manual processes, involving phone, fax and e-mail, are time-consuming, expensive and prone to error. More automated processes, involving electronic data interchange (EDI), are point-to-point connections with significant up-front and on-going costs, limiting their adoption and the benefits of automation. Accordingly, the lack of real-time connectivity results in invoice discrepancies that require further reconciliation between buyers and suppliers, often wasting time and money.

- LACK OF INTEGRATION BETWEEN THE PURCHASING FUNCTION AND THE ERP SYSTEM. Healthcare buyers typically place orders based on usage reports from materials management systems. These orders are often generated independent of the buyer's ERP system and often lack current pricing information. This can results in a mismatch between invoices received from suppliers and purchase orders, leading to time-consuming and expensive reconciliation of pricing disputes.

- LIMITED PRODUCT AND PRICING INFORMATION. Distributors have incentives to sell their own products and those of certain manufacturers. They typically exercise control over buyers' access to competing products, product information and comparative pricing information. There are no comprehensive product catalogs available to buyers for sourcing and purchasing healthcare supplies, making it difficult to make value-based purchasing decisions.

- INABILITY TO CAPTURE CHARGES AND TRACK USAGE AND INVENTORY. Because supplies are retrieved and not used, or supplies are used but not recorded properly, healthcare facilities are unable to accurately track usage and inventory. This leads to product waste, imprecise capture of patient billing data, stock-outs and the inability to efficiently manage inventory levels.

GROWTH OF BUSINESS-TO-BUSINESS E-COMMERCE IN THE HEALTHCARE SUPPLY CHAIN

The inefficiencies associated with the healthcare supply chain have created significant opportunities for business-to-business e-commerce. According to Forrester Research, an industry research organization, U.S. pharmaceutical and medical transaction volume processed through business-to-business e-commerce is expected to increase from $1 billion in 1999 to $44 billion in 2003. We believe that in order for e-commerce solutions to supplant the healthcare industry's current methods of transacting business, seamless integration with buyers' information systems and effective coordination of buyers' and suppliers' actions will be required.

To date, horizontal and vertical online marketplaces that have been offered as solutions have enjoyed limited adoption by healthcare buyers due to several limitations. First, they have difficulty integrating with healthcare facilities' existing ERP, healthcare information, materials management and purchasing systems. Second, online marketplaces do not have automated rules engines that incorporate users' procurement approval processes to facilitate approval and ensure compliance with internal buying rules.

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THE OMNICELL.COM SOLUTION

The Omnicell Commerce Network and our automation systems provide a comprehensive, buyer-focused, supply chain management solution that addresses the limitations of the traditional healthcare supply chain. We streamline procurement and inventory management processes and integrate these functions with back-end systems to provide coordinated decision making and purchasing of medical and non-medical supplies. We work with healthcare facilities and their existing information systems to improve efficiencies and generate cost savings throughout the healthcare enterprise. In addition, our position as a neutral and unbiased e-commerce facilitator enables healthcare buyers to connect directly with suppliers without any channel management on our part and provides suppliers with an attractive means to reduce their sales, marketing and customer support costs and potentially grow their revenues.

The Omnicell Commerce Network is an e-commerce service that consists of two Web-based applications, OmniBuyer and OmniSupplier, that incorporate and extend Commerce One's business-to-business e-commerce technology platform into healthcare. Our network facilitates e-commerce between participants in the healthcare supply chain, including healthcare facilities, manufacturers, distributors, GPOs, online marketplaces and auction sites. Both OmniBuyer and OmniSupplier employ an ASP business model with low up-front costs and minimal hardware requirements. We believe that this facilitates better matching of costs and benefits and should encourage adoption of the Omnicell Commerce Network.

Our automation systems consist of modular, secured and computerized cabinets and related software technology that manage and dispense medical supplies and pharmaceuticals. Our systems are designed to address many of the inefficiencies and problems associated with traditional methods of pharmacy and medical supply chain management. The systems allow our customers to track transaction data, inventory levels, expenses and patient billing, as well as link this data to our customers' existing information systems. We estimate that our automation systems typically reduce annual supply consumption costs of our customers by approximately 15% to 20%.

In addition to cost reduction, our automation systems have several features that are important to our customers. Our systems are designed to integrate easily with a healthcare facility's existing information systems. We have written over 1,250 live, proprietary software interfaces to integrate our automation systems with healthcare facilities' back-end systems. We were an early adopter of the Windows NT platform, which facilitates integration between our automation systems and our customers' legacy systems. Our automation systems are available in modularized cabinets that are designed to fit in any area of the hospital and are flexible in design, accommodating any type of supply or pharmaceutical. In addition, our automation systems facilitate the management of both medical supply and pharmacy distribution using a single database, allowing for coordinated billing and reporting.

The Omnicell Commerce Network and our automation systems have been designed to address the following limitations posed by the traditional healthcare supply chain:

- TIME-CONSUMING AND COMPLEX PROCUREMENT PROCESS. Our rules-based front-end streamlines the procurement process so that each user within a healthcare facility can access only predetermined suppliers' products and pricing information. For routinely ordered items, OmniBuyer is designed to enable healthcare facilities to automatically reorder items once they reach a pre-determined inventory level. This automation will eliminate the need for manual orders. Based on established requisition rules, purchase orders are electronically routed to the appropriate decision makers before they are delivered to the supplier. By limiting access at the procurement level, and automating

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the routing of the requisition, bottlenecks are alleviated. In addition, the combination of limiting the product views of buyers to pre-determined suppliers and simplifying the re-order process encourage greater levels of contract compliance.

- UNCOORDINATED PURCHASE DECISION MAKING. We work with each individual department of the healthcare facility to determine the purchasing and approval flows, determine the desired supplier connections, create individual catalogs for each user and interface the procurement application to all relevant information systems.

- INEFFICIENT CONNECTIVITY TO SUPPLIERS. OmniBuyer provides a single online point of entry to connect all of the suppliers on our network, eliminating the need for phone, fax, e-mail and EDI connections to these suppliers. Our Web-enabled front-end provides real-time connectivity to suppliers, allowing the facility to access updated product pricing and availability.

- LACK OF INTEGRATION BETWEEN THE PURCHASING FUNCTION AND THE ERP SYSTEM. The front-end and back-end applications of OmniBuyer work together to generate accurate purchase orders. We enable the ERP system to create a purchase order when pricing is confirmed over the Omnicell Commerce Network with the supplier. By linking the purchasing and purchase order creation functions, we eliminate time-consuming purchase order reconciliation efforts. In addition, we reduce the need for manual entry or intervention.

- LIMITED PRODUCT AND PRICING INFORMATION. As more suppliers connect to OmniSupplier, we will be able to provide our customers with direct access to an expanded range of products and pricing information. This information will not be restricted in any way. Instead, customers will have the ability to look at all the information that they choose. This enables buyers to make value-based purchasing decisions with greater ease and in less time than current systems allow.

- INABILITY TO CAPTURE CHARGES AND TRACK USAGE AND INVENTORY. Our automation systems enable healthcare facilities to accurately capture and track their transaction data, inventory levels, expenses and patient billing. Entering the patient's name at the point of use and exchanging data through interfaces between our central server and the facility's billing and inventory systems allows the facility to trace supply from the warehouse to the patient.

STRATEGY

Our goal is to become the leading business-to-business e-commerce network for the healthcare industry. We intend to achieve this goal through the following strategies:

- FACILITATE MANAGEMENT OF THE HEALTHCARE SUPPLY CHAIN. We intend to enable better management of the healthcare supply chain by providing a single online point of entry for healthcare procurement and to continue to aggressively market our automation systems. We intend to accomplish this by (1) providing a customized application that incorporates and automates the buyer's existing requisition and approval process, (2) delivering a hosted Web-based solution with a low-cost ASP business model, (3) not restricting or dictating from whom buyers may purchase, (4) enabling suppliers to provide a unique and confidential price list for each buyer,
(5) ensuring private and secure transactions, (6) continuing to improve the capabilities of our automation systems and (7) expanding the Omnicell Commerce Network's service offerings and capabilities to meet our customers' needs. We believe that the combination of OmniBuyer and our automation systems creates a valuable supply chain management solution from the supplier all the way to the point of use.

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- ACCELERATE ADOPTION AND USE OF THE OMNICELL COMMERCE NETWORK. We intend to continue to leverage our extensive healthcare industry experience and relationships as well as our installed base of automation systems customers to rapidly increase adoption and use of the Omnicell Commerce Network. We will also continue to aggressively market OmniBuyer to prospective new customers and believe that as market acceptance of OmniBuyer accelerates, the number of suppliers using OmniSupplier will increase.

- LEVERAGE OUR TECHNICAL EXPERTISE. We are employing our interface expertise and our understanding of healthcare facilities' operating processes to integrate OmniBuyer with healthcare facilities' existing front-end and back-end systems. We intend to continue to incorporate and extend Commerce One's business-to-business e-commerce technology platform into healthcare. In addition, we will continue to draw on our healthcare experience to optimize the Omnicell Commerce Network to provide additional features, functionality and services to meet our customers' needs.

- DEVELOP STRATEGIC RELATIONSHIPS. We expect to continue to enter into strategic relationships with medical and non-medical products distributors and manufacturers, online marketplaces, online auction sites, GPOs, service providers and technology vendors to enhance the Omnicell Commerce Network's breadth and depth. We expect this will speed its market adoption and increase transaction volumes flowing through our network. We currently have a strategic relationship with Commerce One that allows for co-marketing and co-development efforts and enables us to utilize their e-commerce technology platform and access their Global Trading Web, an international business-to-business trading community. We also have a strategic relationship with PricewaterhouseCoopers in which it has agreed to deploy its healthcare consulting practice to assist healthcare buyers and suppliers with the implementation of the Omnicell Commerce Network.

- CAPITALIZE ON REVENUE OPPORTUNITIES GENERATED BY THE OMNICELL COMMERCE NETWORK. We anticipate that as participation in the Omnicell Commerce Network increases, a substantial portion of our revenue growth will be generated by the services offered by the Omnicell Commerce Network. We intend to achieve this revenue growth by collecting subscription fees from buyers and connection and transaction fees from suppliers. We also intend to pursue revenue opportunities from the data collected by the Omnicell Commerce Network.

OMNICELL.COM SERVICES AND PRODUCTS

OMNICELL COMMERCE NETWORK

OMNIBUYER. OmniBuyer is a secure Web-based procurement application that automates and integrates healthcare requisition and approval processes by incorporating buyer-specific business rules, such as spending limits, negotiated pricing, approval routing and customized access profiles on the front-end with back-end systems integration. OmniBuyer is based on Commerce One's BuySite technology that we continue to customize to meet the complex needs of healthcare buyers. BuySite uses content management tools and extensible mark-up language (XML) software technology designed to standardize e-commerce documentation.

OmniBuyer employs an ASP business model and is designed to become a single online point of entry to meet the procurement needs of healthcare buyers. The buyer's desktop can have access to any requested supplier, including many suppliers connected to the

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combination of the Omnicell Commerce Network and, with the parties' agreement, Commerce One's Global Trading Web. We charge our customers monthly user subscription fees for the OmniBuyer service.

BENEFITS OF OMNIBUYER. The OmniBuyer application provides the following benefits to healthcare buyers:

- ONLINE AUTOMATION OF FRONT-END REQUISITION AND APPROVAL FUNCTIONS. We work directly with each individual department in healthcare facilities to build systems that incorporate and automate their requisition and approval process, and user-specific business rules such as spending limits.

- ONLINE ACCESS TO CUSTOMIZED MULTI-SUPPLIER CATALOGS. Healthcare buyers can request access to any supplier connected to the Omnicell Commerce Network and Commerce One's Global Trading Web. OmniBuyer also allows healthcare facilities to customize individual access to different suppliers' products and services. Access to specific suppliers allows for greater levels of contract compliance.

- REDUCED PROCESSING COSTS AND PRICING DISPUTES. We automate the purchase requisition, approval and order process and reduce errors caused by manual processes, saving time and expense. By maintaining buyer-specific pricing files and automating review of pricing, we reduce buyer-supplier pricing discrepancies and invoice reconciliation disputes.

- INTEGRATION WITH BACK-END SYSTEMS. Our experienced and dedicated interface teams utilize our 1,250 live, proprietary software interfaces built for our automation systems to expedite the integration of healthcare facilities' back-end systems. This allows for proper accounting, coordination and management of the procurement process.

- WEB-ENABLED BACK-END SYSTEMS. Our OmniBuyer application is compatible with healthcare facilities' existing back-end systems. By interfacing OmniBuyer with these systems, we enable healthcare facilities to implement a complete online procurement solution without having to invest in upgrades to their back-end systems.

- ACCESS TO LOW-COST INFORMATION SERVICES. We expect to develop online data analysis and reporting applications to help buyers monitor and review purchasing activity, perform benchmarking analysis and develop improved purchasing strategies.

OMNISUPPLIER. OmniSupplier is a secure Web-based application that enables suppliers (including manufacturers, distributors, GPOs, online marketplaces and online auction sites) to connect and transact with our OmniBuyer customers. OmniSupplier is based on Commerce One's MarketSite technology that we continue to customize to meet the complex needs of healthcare suppliers. MarketSite is the enabling technology that facilitates the creation and management of open, interactive marketplaces. We believe that MarketSite and OmniSupplier provide a comprehensive supplier solution that should serve to accelerate the adoption of the Omnicell Commerce Network.

OmniSupplier is designed to offer three different technologies that enable real-time connection between suppliers and our OmniBuyer customers. Each of these offerings will deliver the buyer's order directly into the back-end systems of the supplier. The supplier's choice on how to best connect to OmniSupplier will be based on its technological capabilities:

- MANAGED CONTENT. For suppliers that do not have e-commerce functionality, OmniSupplier includes hosted services and integration that provide a low-cost, low-risk online access to a population of buyers. At the supplier's request, we will manage their content at OmniSupplier and the supplier needs only a Web browser to receive orders

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from buyers. Suppliers with more advanced technological capabilities may still choose to have their content hosted and managed at OmniSupplier, connecting and receiving real-time orders from OmniSupplier.

- SUPPLIER-HOSTED CONTENT. For suppliers that have a commerce-enabled Web site with specific features and functionality, we intend to offer Commerce One's RoundTrip service that is currently being beta-tested. This service is designed to take the OmniBuyer customer directly into the supplier's Web site. The buyer receives the user experience of the supplier's Web site while retaining the buyer's specific business rules, administrative workflow and back-end integration.

- PORTAL CONTENT. For suppliers that have ERP systems that maintain detailed customer price files and catalogs, but do not have commerce-enabled Web sites, we plan to offer a solution from Commerce One that will allow the supplier to host raw content and enable us to extract the relevant information from the supplier's site. This technology will perform a search, take the data to OmniSupplier, organize it and present it in a common form to the buyer. This technology will allow us to fully leverage the existing capabilities and initiatives of the suppliers, while maintaining the buyer's rules engine and customized view.

Our goal is to connect all of our suppliers to OmniSupplier in a real-time fashion that will maximize the benefit of the application to both buyers and suppliers. We are adding functionality that will enable OmniSupplier to integrate with suppliers' ERP systems to provide our buyers with real-time inventory availability and shipping status. We believe this will reduce customer inquiries and associated expenditures and improve customer service. In addition, we will develop and incorporate online data analysis and reporting applications to enable suppliers to more effectively monitor and analyze sales activity, manage customer accounts and collect market intelligence. This information can be used to improve pricing and discount strategies, product planning and product development.

BENEFITS OF OMNISUPPLIER. The OmniSupplier application offers the following benefits to suppliers:

- SINGLE POINT OF CONNECTION. OmniSupplier provides a single integration point to all OmniBuyer customers, eliminating the need for suppliers to maintain expensive direct and point to point connections across their buyer network.

- REDUCED TRANSACTION COSTS. Purchase orders received through OmniSupplier tend to be more accurate and less costly than orders transmitted by mail, phone or fax. OmniSupplier may reduce the costs required for suppliers to maintain their own fully functional e-commerce Web sites.

- REDUCED CUSTOMER SERVICE COSTS. We believe that our maintenance of buyer-specific pricing files and automated review of pricing will reduce customer service costs associated with resolving buyer-supplier pricing disputes.

- ACCESS TO NEW MARKETS AND CUSTOMERS. OmniSupplier allows suppliers to reach new buyers, while reducing the incremental sales, marketing and customer support costs of traditional approaches. In addition, OmniSupplier provides an efficient mechanism for product updates and pricing changes, enabling suppliers to quickly and easily implement changes in their respective product lines and respond to changing market requirements.

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AUTOMATION SYSTEMS

Our automation systems consist of modular, secured and computerized cabinets and related software technology that manage and dispense medical supplies and pharmaceuticals. The information gathered by our automation systems is downloaded by phone line or local area network to a central server. Our cabinets are highly configurable and are designed to accommodate a wide variety of dispensing modules, including drawers, shelves and racks. As a result, they are easily configured to meet the particular needs of each patient care area.

SUPPLY CABINETS. Medical supplies are accessed from our supply cabinets using our patented "See & Touch" technology. Users enter their identification number on a console and select the appropriate patient name. Specific doors then open based on the security level of the user. Locked transparent doors restrict access to supplies contained in our cabinets. To record supply utilization, the user visually identifies and selects the item by pushing a dedicated reorder button on the shelf in front of each item's location.

The main supply cabinet is comprised of one, two or three vertical "cells", each approximately two feet wide and six feet high. Each cabinet houses a processor and user interface. Auxiliary cabinets can be attached to the main cabinet to provide additional storage capacity. Various shelf, drawer and rack modules facilitate a wide array of storage configurations.

PHARMACY CABINETS. We have two lines of pharmacy cabinets, the OmniCell pharmacy systems and the Sure-Med cabinets, which we acquired from Baxter Healthcare in January 1999. The OmniCell pharmacy systems are highly configurable and are available with color-touch screens. In addition, the OmniCell pharmacy systems have dispensing drawers that facilitate high, medium and low security levels by utilizing single-dose lids, locking lids, sensing lids and patented guiding lights. The OmniRx Table Top unit is a 12-inch high main cabinet with three pharmacy drawers, typically used where relatively small volumes of pharmaceuticals need to be stored in a secure manner.

The Sure-Med pharmacy cabinets incorporate a variety of storage compartments and have software that is compatible with all of our automation systems. The Sure-Med cabinets offer a wide range of dispensing technologies, including unit-dose dispensers and multiple drawer sizes. The unit-dose module dispenses only the requested medication dose and is best suited for medications where regulatory guidelines mandate a highly controlled environment. Clinicians prefer this technology in high-security situations because it automates much of the logistical and documentation burden and responsibility associated with dispensing and documenting controlled medications.

COMBINATION SYSTEMS. Combination cabinet systems allow healthcare organizations to integrate medical supplies and pharmaceuticals into a single cabinet. Our system architecture enables each operating department to manage its products independently of other operating departments, yet allows healthcare facilities to track transaction data, inventory levels, expenses and patient billing through a single database.

BENEFITS OF AUTOMATION SYSTEMS. Our automation systems provide the following benefits to healthcare facilities:

- REDUCED CONSUMPTION AND EXPENSES. Our automation systems house medical supplies and pharmaceuticals in a closed environment. By requiring the clinician to enter their identification code and the patient's name before removing a supply or pharmaceutical,

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only the items needed for each particular procedure are removed and properly billed to the patient. We estimate that our automation systems typically reduce annual supply consumption costs of our customers by approximately 15% to 20%.

- IMPROVED TRACKING AND MANAGEMENT OF INVENTORY. Our automation systems capture data at the point of use and track transaction data, inventory levels, expenses and patient billing, thus improving inventory management. In addition, by receiving real-time information from our automation systems, the purchasing department can avoid shortages and excess inventory.

- INCREASED DATA CAPTURE. Our automation systems capture inventory usage data by patient, physician, location and diagnostic code. These systems interface with the facility's ERP, healthcare information and materials management systems to initiate patient billing and inventory replenishment. The data are immediately accessible to facility personnel, facilitating real-time operations management.

- IMPROVED SECURITY AND REGULATORY COMPLIANCE. Our pharmacy cabinets offer varying levels of security depending on the needs of the healthcare facility. The reporting and security functions of our pharmacy cabinets are designed to facilitate and document regulatory compliance for certain pharmaceuticals.

- STANDARDIZED INTERFACES AND A SINGLE DATABASE. Our automation systems can be customized to meet the needs of many specialized care departments within healthcare facilities. The data captured from each cabinet enable more efficient and centralized administration of procurement and inventory management processes.

OTHER SOFTWARE AND RELATED SYSTEMS

OMNICENTER. The OmniCenter is the computerized central server that processes the transaction data to and from our automation system cabinets, recording each transaction by user, patient, item quantity, cost and time. The OmniCenter enables the materials management department to run reports periodically and on demand, indicating when to restock the cabinets and when to reorder supplies. In addition to the wide range of standard reports provided by the OmniCenter, a custom report writer also allows the user to add to their suite of information. As a diagnostic service, we are able to remotely access the OmniCenter from our help desk to monitor the status of each cabinet.

SYSTEM INTERFACES. Since 1993, we have been developing an interface engine that is able to accommodate almost any interface record format and a variety of communication protocols. These development tools also allow for rapid development of interfaces for each customer site. We guarantee the delivery of interfaces to the customer for on-site testing within 30 days of receiving the interface specifications. To date, we have developed and implemented at customer sites more than 1,250 interfaces for automation systems. In addition, we are a member of Health Level Seven (HL7), the interfacing standards group for the healthcare industry. We follow the HL7 standard for interfacing whenever it is requested by the customer or another vendor, which is about 50% of the time.

The Partner PC is the host server for our interfaces, communicating with the healthcare facility's information systems. This configuration allows the OmniCenter to process transactions and be dedicated to communicating with our automation systems. The Partner PC is where our proprietary interface software resides, allowing the data captured at the point of use by the cabinets to flow to the healthcare facilities' ERP, healthcare information,

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materials management and purchasing systems. In the same manner, information is passed from the facility's ERP, healthcare information, materials management and purchasing systems through the OmniCenter back to the cabinets.

INFORMATION MANAGEMENT. The DataCenter 5000 and DecisionCenter are Web-enabled, decision support products and services that provide secured trend analysis, decision support and regulatory compliance reports based on data from our automation systems. They consolidate information from one or more OmniCenters into one large database. The data are not only stored in a raw format, but also aggregated for rapid response to queries. We have developed the "My-Omni" Web page that allows users to configure frequently requested information from a short menu. In addition, we offer sophisticated graphical tools that allow users to make detailed queries across all data fields. These systems are typically interfaced with the healthcare facility's medical records system in order to augment the database with correctly associated diagnosis codes by physician and by patient. Data can be viewed by authorized users and personnel at any time, allowing for easy, yet comprehensive, analysis for improved decision making.

MEDCENTERCITY.COM. We own and operate MedCenterCity.com, an online healthcare community, which provides news, information and services for healthcare professionals.

CUSTOMERS

OMNIBUYER

Our target customers for OmniBuyer are healthcare institutions, including hospitals, physician clinics and alternate care facilities. As of March 31, 2000, over 200 healthcare organizations have signed agreements subscribing to the OmniBuyer service, of which the following have commenced transacting on the Omnicell Commerce Network:

- Loyola University Health System             Chicago, IL
- MedCath, Inc.                               Charlotte, NC
- Rush Presbyterian-St. Luke's Medical
  Center                                      Chicago, IL
- Salina Regional Health Center               Salina, KS
- Veteran's Administration Mountain Home      Johnson City, TN

The subscription agreement provides the basic terms and conditions of the OmniBuyer service and the respective obligations of Omnicell.com and the OmniBuyer customer. Either party may terminate the subscription agreement on thirty days' written notice.

We have implemented the first phase of our end-to-end procurement solution in the cath lab of Rush Presbyterian-St. Luke's Medical Center in Chicago, Illinois. In addition, Rush Presbyterian uses our automation systems throughout its facility, including the cath lab. Within the cath lab, we have automated the procurement process from the point of use to the supplier. The automation process begins when a catheter is removed from our automation systems, with the user pushing a button for each item removed. These usage data are captured at our OmniCenter, which are interfaced with our OmniBuyer application. The manager of the cath lab receives an e-mail, notifying him to log on to the OmniBuyer application, where he views a requisition prepared by OmniBuyer detailing the products to be reordered. The buyer is then able to edit and approve the requisition. Once approved, OmniBuyer transmits the requisition to the supplier, accessing current pricing information from the supplier, and sends the order to the facility's ERP system in order to generate an accurate purchase order. If the supplier is unable to fulfill the request, it is communicated back

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over our system, and the buyer can find alternative sources for the item. Integrating OmniBuyer with the facility's information systems and our automation systems has streamlined Rush Presbyterian's procurement process.

OMNISUPPLIER

Our target customers for OmniSupplier include manufacturers, distributors, online marketplaces and online auction sites. Through the participation of suppliers in OmniSupplier and the Global Trading Web maintained by Commerce One, the Omnicell Commerce Network, as of March 31, 2000, offers healthcare buyers access to approximately 30,000 medical products and over two million non-medical products.

As of March 31, 2000, we had contracts with the following 13 healthcare manufacturers and distributors to sell their products on the Omnicell Commerce Network to OmniBuyer customers:

- AliMed, Inc.                                 - Maxxim Medical, Inc.
- The Burrows Company                          - Metropolitan Medical, Inc.
- C.R. Bard, Inc.                              - Statcorp, Inc.
- Cush Medical Products                        - Terumo Corporation
- DeRoyal, Inc.                                - Tri-anim Health Services, Inc.
- Fisher Scientific International, Inc.        - Tri-State Hospital Supply Corporation
- Jant Pharmacal Corporation

The following three suppliers are currently transacting on the Omnicell Commerce Network: Fisher Scientific Company, LLC; C.R. Bard, Inc.; and U.S. Office Products, Inc. In addition, the Omnicell Commerce Network includes over 25 healthcare suppliers and over 400 non-healthcare suppliers that participate in Commerce One's Global Trading Web. All our OmniBuyer customers will have access to these suppliers through the Global Trading Web, including the following selected suppliers:

Healthcare                                     Non-Healthcare
---------------------------------------------  ---------------------------------------------

- B. Braun                                     - Boise Cascade Office Products Corporation
- Dade Behring Inc.                            - BT Office Products International, Inc.
- Mead Johnson Nutritionals                    - IKON Office Solutions, Inc.
- Professional Hospital Supply                 - Lucent Technologies Inc.
- VWR Scientific Products Corporation          - Office Depot, Inc.
- Xerox Medical Systems                        - Staples, Inc.
                                               - W.W. Grainger, Inc.

AUTOMATION SYSTEMS

Our target customers for automation systems are healthcare institutions, including hospitals, clinics and alternate care facilities. As of March 31, 2000, over 1,300 hospitals and other healthcare facilities have purchased or leased our automation systems.

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The following entities are representative of our largest hospital customers based on supply and pharmacy automation products purchased or leased:

- Bellevue Hospital Center                                    New York, NY
- Christ Hospital and Medical Center                          Oak Lawn, IL
- Children's Medical Center of Dallas                         Dallas, TX
- Good Samaritan Hospital                                     Los Angeles, CA
- Jackson Memorial Hospital                                   Miami, FL
- Massachusetts General Hospital                              Boston, MA
- Northwestern Memorial Hospital                              Chicago, IL
- Rush Presbyterian-St. Luke's Medical Center                 Chicago, IL
- UCSF Stanford Healthcare                                    San Francisco, CA
- University of Iowa Hospitals and Clinics                    Iowa City, IA
- University of Texas Medical Branch                          Galveston, TX
- Walter Reed Army Medical Center                             Washington, D.C.

STRATEGIC RELATIONSHIPS

We establish and maintain relationships with firms whose products, services, technologies and/or market presence enhance our ability to deliver value to our customers. We have entered into strategic relationships with a wide variety of companies. Among the most significant relationships are the following:

COMMERCE ONE

Commerce One is a leading provider of e-commerce solutions that dynamically link buying and supplying organizations to form real-time trading communities. In August 1999, we entered into a Vertical Hosted License Agreement with Commerce One and paid a license fee, pursuant to which we received a perpetual license to Commerce One's Hosted BuySite and Branded MarketSite software for use in developing OmniBuyer and OmniSupplier, respectively. The agreement also provides for program management services and ongoing maintenance and support of the software for additional fees. In addition, we have agreed to share a portion of transaction fees collected from suppliers when purchases are made using the Omnicell Commerce Network. The terms and conditions of the maintenance and support, and of the revenue share terms, have been formally renewed and extended by the parties until August 21, 2005. In addition, Commerce One, pursuant to our agreement, may not solicit business from, or enter into agreements with, selected companies in the healthcare market with respect to the hosted BuySite and/or branded MarketSite software for a period ending on August 21, 2000. The agreement continues perpetually unless otherwise terminated by either party pursuant to the termination provisions of the agreement. In addition, our strategic relationship with Commerce One allows for co-marketing and co-development efforts and enables us to utilize their e-commerce technology platform and access their Global Trading Web. In March 2000, Commerce One made an equity investment in our company.

PRICEWATERHOUSECOOPERS

In April 2000, we entered into a Strategic Alliance Agreement with PricewaterhouseCoopers LLP, the world's largest professional services organization. This agreement engages PricewaterhouseCoopers' healthcare consulting practice to help healthcare buyers and suppliers effectively implement and participate in the Omnicell Commerce Network. Under the terms of the three-year agreement, PricewaterhouseCoopers is the preferred global systems

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integrator for Omnicell.com, and Omnicell.com is a PricewaterhouseCoopers preferred e-business healthcare alliance partner. We also plan to engage in joint sales and marketing activities with PricewaterhouseCoopers.

OTHER STRATEGIC RELATIONSHIPS

We also have strategic relationships for our automation systems with Ariel Distributing, Clinical Pharmacology and ScrubAvail. For MedCenterCity.com, we have strategic relationships with barnesandnoble.com, CareerMosaic and Materials Management in Health Care.

RESEARCH & DEVELOPMENT AND TECHNOLOGY

RESEARCH AND DEVELOPMENT

Since our inception, we have focused our research and development efforts on developing new products and technologies and reducing the costs of manufacturing our system components. We have 57 employees in research and development.

OMNICELL COMMERCE NETWORK. Our strategic relationship with Commerce One allows us to incorporate and extend Commerce One's technology platforms, applications, source code and documentation into healthcare. Their tools allow us to modify the Commerce One BuySite and MarketSite software so that the effort to port specific software changes to the latest Commerce One release is minimized. These tools allow us to more easily adopt the latest Commerce One releases as we add healthcare-specific features and functionality to optimize the Omnicell Commerce Network to meet the needs of the healthcare market.

The Commerce One and Omnicell.com product development teams employ object- oriented analysis and design principles to guide the development of an object-oriented system of software code. Our methodology allows us to exploit the capabilities of object-oriented programming languages like C++ and Java to build reusable components and designs. This methodology also helps reduce the risks inherent in developing complex systems and helps us design our solutions to meet the needs of the participants in the Omnicell Commerce Network.

AUTOMATION SYSTEMS. The software architecture for our automation systems business is based on database products and development tools centered around the Microsoft Windows NT platform, the Internet Information Server and Web tools. We develop application software that is generally applicable to all customers, while retaining broad customization functionality. We maintain a release for each major product, with each new release level including an increasing number of configurable options as new features are added, but retaining previous functionality for backward compatibility. Interfacing with the customer's other computer systems often requires custom interface software. This is kept separate from the main software release. Communication between the central server product and cabinets, and any custom interface software, is through an application programming interface (API), and each new release of server software maintains backward compatibility with this API, so that previous versions of interfaces and cabinets continue to operate when the main server software is upgraded. Our products currently do not require rigorous approvals beyond standard Underwriters Laboratories or Canadian Safety Association equivalent certification.

SCALABLE ARCHITECTURE

We are a Microsoft Certified Solutions Provider and are able to leverage Commerce One's Microsoft Windows distributed Internet applications framework into a unified architecture enabling us to focus on creating additional business functionality for OmniBuyer and

45

OmniSupplier, rather than building and maintaining complex infrastructure code. Additionally, Commerce One's solution has been designed so that we can grow our infrastructure through the simple addition of low-cost systems that utilize Intel microprocessors and the Microsoft Windows NT operating system. The Commerce One framework allows us to leverage technologies such as message queueing, security services, and coordination and distribution of transactions, components and services.

SOFTWARE TECHNOLOGY PLATFORM

Commerce One's solution utilizes XML software technology platform servers to generate and securely transmit XML documents over the Internet. Commerce One has also created a common business library designed to enable a common language-based framework for uniting disparate business document types. While we believe that XML software technology is emerging as an industry standard for business-to-business electronic commerce, we have also developed translation technology which converts XML documents into other document formats, enabling us to deliver purchase orders to suppliers in a wide variety of document formats, including EDI, Open Buying on the Internet, ASCII flat file, e-mail, Microsoft Excel and facsimile.

SECURITY & PRIVACY

Our OmniBuyer application uses 128-bit encryption, HTTPS-SSL and password-protected user access. Our servers are located behind corporate firewalls and access is multiple password-protected.

We recognize our obligations to safeguard patient information and other customers' proprietary or confidential information to which we may have access through the use of the Omnicell Commerce Network and our automation systems. We have implemented a Privacy and Use of Information Policy and strictly adhere to established privacy principles, use of customer information guidelines and federal and state statutes and regulations regarding privacy and confidentiality, including those measures and practices required under the Health Insurance Portability and Accountability Act of 1996.

SALES, MARKETING AND CUSTOMER SUPPORT

We market and sell our products and services to a variety of healthcare institutions, including hospitals and alternate care facilities. We have a direct sales force organized into six regions, with dedicated teams for the alternate care and European markets. Each of the members of our direct sales force sells both our automation systems and our e-commerce service. Our sales representatives have on average over eight years of sales experience in the healthcare industry. We target hospitals with greater than 100 beds and long-term care facilities and clinics. A regional vice president coordinates both the sales and field service operations activities in each region.

Our marketing group is responsible for product marketing, marketing communications, Web site development, public relations, sales support and training. They generate leads through a variety of means, including advertising, direct marketing and participation in trade shows and conferences covering such areas as the Internet, electronic commerce, supply chain management, hospital administration, pharmacy, nursing, materials management and alternate care.

We leverage our sales and field service organizations, along with our technical support desk to sell, implement and service the OmniBuyer application. In addition, we have added specialists who will work solely with healthcare facilities to sell and implement OmniBuyer, and a separate team that recruits and implements suppliers onto our OmniSupplier platform.

46

We have initially focused on signing customers from our installed based of automation systems to OmniBuyer. This has allowed us to rapidly gain 200 customers who have independently elected to implement our application. The OmniBuyer implementation process is done in phases. We work with each individual department of the health care facility to determine the purchasing and approval flows, determine the desired supplier connections, create individual catalogs for each user and interface the procurement application to all relevant information systems.

The sales cycle for our automation systems has proven to be long in nature and can take in excess of twelve months. This is due in part to the cost of our systems and the number of people within a healthcare facility involved in the purchasing decision. To initiate the selling process, the sales representative generally targets the director of materials management or other decision makers and is responsible for educating each group within the healthcare facility about the benefits of automation. To assist hospitals in the acquisition of our systems, we offer multi-year, non-cancelable leases, to reduce the up-front costs. Typically, we sell our customers' lease agreements to a third-party leasing company. We have contracts with several GPOs that enable us to sell our automation systems to GPO-member healthcare facilities without going through a lengthy request for proposal and bidding process. These GPO contracts are typically for multiple years with options to renew or extend for up to two years. Our current GPO contracts include Premier, Tenet Healthcare, University Healthcare Consortium and the Department of Veterans Affairs.

Our field service operations representatives directly support the sales force, provide operational and clinical expertise prior to the close of a sale and install our automation systems. This group assists the customer with the technical implementation of our automation systems, to configure our systems to address the specific needs of each individual customer. After the systems are installed, on-site support is provided by a combination of our field service operations team, technical support and a third-party service company.

We offer technical support through our Technical Support Desk in Waukegan, Illinois. Our team utilizes the Siebel software package, an industry standard for call centers, to field calls from customers. We have found that two-thirds of all service issues can be addressed with remote diagnostics. In addition, we have developed remote dial-in software that monitors customer conditions on a daily basis.

MANUFACTURING OF AUTOMATION SYSTEMS

Our automation systems manufacturing strategy is to produce custom configured systems with fast order turnaround in a high-quality and cost-effective manner. We currently conduct our manufacturing operation in a 23,000 square feet facility in Palo Alto, California operating on one shift. We operate on a continuous flow, just-in-time basis to perform final assembly, configuration and system test of all products. Our customer service personnel work closely with the end user to determine specific customer requirements for each installation. The detailed customer requirements are transmitted electronically to our manufacturing facility where they are used to uniquely custom configure each unit. Our operating software is installed as a part of the assembly process. Once assembled, every unit undergoes mechanical and systems testing in our Palo Alto, California facility prior to shipping.

Our production activities consist primarily of final assembly of mechanical components and electronic sub-systems outsourced to key suppliers. While many components of our systems are standardized and available from multiple sources, certain components or subsystems are fabricated according to our specifications. We endeavor to obtain multiple

47

sources of supply for certain components. We believe we could obtain alternative sources of supplies within two to four months if our current suppliers were unable to provide us with adequate quantities of such components.

Our products are designed with a high degree of modularity that facilitates manufacturing assembly and configuration and enables rapid deployment of new products and product enhancements. We have automated much of the software quality assurance process and have streamlined key steps in the mechanical prototyping process in order to minimize the time from design prototype to volume production. We work closely with several key fabricators and subassembly manufacturers on new products and utilize lower-cost manufacturers whenever possible while maintaining product quality and availability. We are continuously re-engineering our products to reduce manufacturing costs while improving product reliability and serviceability.

Our quality assurance team reports to our customer service group and works directly with our manufacturing team. Team members inspect and create an electronic record for every product before it is shipped using personal digital assistants. This information is used to monitor workmanship by recording the number of defects per thousand units. Each manufacturing employee is part of an incentive program tied to reducing defects per thousand units. Quality issues are gathered though weekly field updates and direct calls from our sales and customer support groups. These issues are addressed in weekly reliability meetings, which bring together our engineering, manufacturing and quality assurance teams.

COMPETITION

E-COMMERCE

The market for online procurement of medical and non-medical supplies for the healthcare supply chain is new, rapidly evolving and competitive. We believe we face competition in three general market categories:

- TRADITIONAL HEALTHCARE SUPPLY CHAIN PARTICIPANTS. Traditional medical supply manufacturers, distributors and GPOs such as GE Medical Systems, McKessonHBOC and Columbia/HCA have well-established businesses, customer relationships and infrastructures. A number of these companies have or may in the future seek to establish their own e-commerce initiatives for the purchase and sale of healthcare supplies or seek to contract or partner with other providers for those services.

- ONLINE HEALTHCARE MARKETPLACES AND EXCHANGES. While we desire to attract online healthcare marketplaces and exchanges to be participants on the Omnicell Commerce Network, we face indirect competition from marketplaces and exchanges such as Medibuy.com and Neoforma.com. However, many of these competitors do not provide an end-to-end, fully integrated solution.

- OTHER COMPANIES PROVIDING WEB-BASED HEALTHCARE APPLICATIONS AND CONNECTIVITY. Many companies such as Healtheon/WebMD have created Web-based healthcare connectivity technology platforms which target the service, information and transaction needs of healthcare professionals, providing medical information, practice management applications, electronic medical claims processing and online prescription capabilities. Many of these companies are introducing e-commerce functions that may compete with our services.

We believe that companies in the healthcare e-commerce market compete based on:

- Breadth, depth and quality of product offerings;

- Ease of use and convenience;

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- Ability to incorporate the buying organization's requisition and approval process;

- Ability to integrate their services with the buying organization's existing systems and software;

- Quality and reliability of their services;

- Customer service;

- Number of buying organizations and transaction volume;

- Brand recognition; and

- Amount of fees charged to buyers and suppliers.

AUTOMATION SYSTEMS

The market for automation systems is competitive and characterized by rapidly evolving technology, evolving industry standards, frequent new product introductions and rapidly changing customer requirements. Many hospitals and other healthcare facilities still use and may continue to use existing approaches that utilize no automated methods of distribution or inventory tracking. As a result, we must continuously educate existing and prospective customers regarding the advantages of our products.

We expect continued and increased competition from current and future competitors, many of whom have greater financial, technical, marketing and other resources than us. Our current direct competitors in the automation systems market include Cardinal Healthcare (Pyxis), McKessonHBOC (AcuDose-Rx) and Diebold (MedSelect).

We believe that companies in the healthcare automation systems market compete based on:

- Breadth and depth of product offerings;

- Ease of use and efficiency;

- Ability to integrate their services with the healthcare facility's existing systems;

- Quality and reliability of product offerings;

- Customer service; and

- Price.

EMPLOYEES

As of March 31, 2000, we had a total of 323 employees, including 57 in research and development, 65 in sales, 25 in marketing, 97 in customer support, 33 in administration and 46 in manufacturing. We also employ independent contractors and temporary personnel to support our development, marketing, customer support, field service and administration organizations. None of our employees is represented by a collective bargaining agreement, nor have we experienced any work stoppage. We consider our relations with our employees to be good.

FACILITIES

We lease approximately 113,000 square feet of office, development and manufacturing space in Palo Alto, California and Waukegan, Illinois. Our principal administrative, marketing and research and development facilities are located in approximately 34,000 square feet of leased office space in Palo Alto, California under leases expiring in January 2002 and June 2004. Our principal manufacturing facility is located in approximately 23,000 square feet of leased space in Palo Alto, California under a lease expiring in June 2003, with an option to

49

renew for an additional five years. We also maintain an administrative, marketing, development and customer service facility located in approximately 38,000 square feet of leased office space in Waukegan, Illinois under a lease expiring in June 2006, with an option to renew for an additional five years.

GOVERNMENT REGULATION

The manufacture and sale of our current products are not regulated by the FDA. There can be no assurance, however, that these products, or future products, if any, will not be regulated in the future. A requirement for FDA approval could harm our business, results of operations and financial condition. The practice of pharmacy is governed by individual state boards of pharmacy that issues rules for pharmacy licensure in their jurisdiction. State boards of pharmacy do not license or approve our distribution systems. However, pharmacies using our equipment are subject to state board approval. Similarly, hospitals must be accredited by the JCAHO in order to be eligible for Medicaid and Medicare funds. JCAHO does not approve or accredit distribution systems.

PROPRIETARY RIGHTS AND LICENSING

Our success depends in part upon a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary rights. We pursue patent protection in the United States and foreign jurisdictions for technology that we believe to be proprietary and that offers a potential competitive advantage for our products. We currently own six United States patents and we currently have two United States patents allowed and awaiting issue and have filed four United States patent applications. The issued patents relate to our "See & Touch" methodology used in the OmniSupplier dispensing cabinets, the use of guiding lights in the open matrix pharmacy drawers, the use of locking and sensing lids with pharmacy drawers and the methods of restocking these drawers. The above referenced patents also apply to our unit-dose mechanism and methods, the single-dose dispensing mechanism and the methods for restocking the single-dose drawers using exchange liners. We also own four patents in Australia and three patents in Europe, each which apply to Germany, France, Sweden and Great Britain. There are other applications in process in Australia, Japan, Canada and European countries based on issued and pending applications in the United States. We are not aware that any of our products infringes the proprietary rights of third parties.

All of our operating system software is copyrighted and subject to the protection of applicable copyright laws. We have also obtained registration of our OmniCell logo, OmniCell, OmniCenter, OmniSupplier, OmniRx and Sure-Med trademarks through the United States Patent and Trademark Office. We are in the process of registering Omnicell.com and the Omnicell.com logo, as well as other trademarks, in the United States and internationally. We seek to protect and enforce our rights in our patents, copyrights, service marks, trademarks, trade dress and trade secrets through a combination of laws and contractual restrictions, such as confidentiality and licensing agreements.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

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MANAGEMENT

DIRECTORS AND OFFICERS

The following table sets forth certain information as of March 31, 2000, about our officers and members of our board of directors:

NAME                                          AGE                           POSITION
----                                        --------   --------------------------------------------------
Randall A. Lipps..........................        42   Founder, Chairman of the Board and Director
Sheldon D. Asher..........................        46   President, Chief Executive Officer and Director
Robert Y. Newell, IV......................        51   Vice President of Finance and Chief Financial
                                                       Officer
S. Michael Hanna..........................        49   Vice President of Sales and Field Operations
John D. Higham............................        57   Vice President of Engineering and Chief Technical
                                                       Officer
Jeffrey L. Arbuckle.......................        43   Vice President of e-Commerce Market Development
Herbert J. Bellucci.......................        50   Vice President of Manufacturing
Joseph E. Coyne...........................        37   Vice President of Customer Service
Kenneth E. Perez..........................        39   Vice President of e-Strategies
Gary E. Wright............................        46   Vice President of e-Commerce Supplier
                                                       Relationships
Gordon V. Clemons(1)......................        46   Director
Frederick J. Dotzler(2)...................        54   Director
Christopher J. Dunn, M.D.(2)..............        48   Director
Randall A. Hack(1)........................        52   Director
Benjamin A. Horowitz......................        33   Director
Kevin L. Roberg...........................        49   Director
John D. Stobo, Jr.(1).....................        34   Director
William H. Younger, Jr.(1)(2).............        50   Director


(1) Member of the Audit Committee

(2) Member of the Compensation Committee

RANDALL A. LIPPS has served as Chairman of the Board and a Director of Omnicell.com since founding Omnicell.com in September 1992. From 1989 to 1992, Mr. Lipps served as the President of Moxie Technologies, Inc., a direct marketing firm specializing in travel and long distance communications sales. Mr. Lipps received both a B.S. in economics and a B.B.A. from Southern Methodist University.

SHELDON D. ASHER has served as President and Chief Executive Officer and a Director of Omnicell.com since December 1993. From May 1991 to August 1993, Mr. Asher served as President and Chief Executive Officer of Option Care, Inc., a home infusion therapy company. Mr. Asher received a B.S. in finance from the University of Illinois.

ROBERT Y. NEWELL, IV has served as Vice President of Finance and Chief Financial Officer of Omnicell.com since January 2000. From October 1997 to January 2000, Mr. Newell was a partner in the Beta Group, a business development firm. From August 1992 to August 1997, he was Vice President and Chief Financial Officer of Cardiometrics, Inc., a medical device company. Mr. Newell received a B.A. in mathematics from the College of William & Mary and an M.B.A. from Harvard Business School.

S. MICHAEL HANNA has served as Vice President of Sales and Field Operations of Omnicell.com since July 1998. From July 1996 to July 1998, Mr. Hanna served as a Regional Vice President of Omnicell.com. From 1981 to July 1996, Mr. Hanna was employed by Air

51

Shields, Inc., a medical equipment manufacturer, in a variety of sales positions, most recently as Director of North American Sales. Mr. Hanna received a B.S. in business administration from Shepard College.

JOHN D. HIGHAM has served as Vice President of Engineering and Chief Technical Officer of Omnicell.com since June 1993. From 1989 to 1993, Mr. Higham served as Vice President of Engineering of Octel Communications, Inc., a supplier of voice mail systems. Mr. Higham received engineering and industrial management degrees from Cambridge University, England, and a master's degree in electrical engineering from Columbia University.

JEFFREY L. ARBUCKLE has served as Vice President of e-Commerce Market Development of Omnicell.com since June 1999. From July 1997 to June 1999, Mr. Arbuckle served as Vice President of Marketing of Omnicell.com. From February 1994 to June 1997, Mr. Arbuckle served as a Regional Vice President of Omnicell.com. From 1991 to 1994, Mr. Arbuckle served as Regional Manager of Siemens Infusion, a marketer of drug delivery systems. Mr. Arbuckle received a B.A. from Indiana University.

HERBERT J. BELLUCCI has served as Vice President of Manufacturing of Omnicell.com since April 1994. From August 1993 to March 1994, Mr. Bellucci served as Vice President of Operations of VidaMed, Inc., a medical device company. Mr. Bellucci received a B.S. in engineering from Brown University and an M.B.A. from the Stanford Graduate School of Business.

JOSEPH E. COYNE has served as Vice President of Customer Service of Omnicell.com since August 1997. From May 1994 to August 1997, Mr. Coyne served as Director of Interface Development of Omnicell.com. From 1984 to May 1994, Mr. Coyne was employed by HBO & Company, a healthcare information systems company, in various technical capacities, including Technical Manager and Software Interface Team Manager. Mr. Coyne received a B.S. in chemical engineering from Stanford University and an M.B.A. degree from the Anderson Graduate School of Management at the University of California, Los Angeles.

KENNETH E. PEREZ has served as Vice President of e-Strategies of Omnicell.com since September 1999. From November 1998 to August 1999, Mr. Perez served as Senior Vice President of Marketing for CyberCash, Inc. From 1992 to 1998, Mr. Perez held a number of positions at Hewlett-Packard Company, including Director of Business Development, Financial Operations Manager of the Channel Products Support Division and the Finance Department Supervisor for the Commercial Systems Division. Mr. Perez received a B.A. degree in international relations from Stanford University and an M.B.A. degree from the Anderson Graduate School of Management at the University of California, Los Angeles.

GARY E. WRIGHT has served as Vice President of e-Commerce Supplier Relationships of Omnicell.com since September 1999. From July 1998 until August 1999, Mr. Wright served as Vice President of Business Development of Omnicell.com and from June 1994 until June 1998 Mr. Wright served as Vice President of Sales and Field Operations of Omnicell.com. From September 1993 to July 1994, Mr. Wright served as a Vice President of PCS Health Systems, a managed healthcare company. Mr. Wright received a B.S. from Northern Illinois University.

GORDON V. CLEMONS has served as a Director of Omnicell.com since December 1995. He has been the President, Chief Executive Officer and Chairman of the Board of CorVel Corp., a provider of managed healthcare services, since 1991. Mr. Clemons received a B.S. in business and technology from Oregon State University and an M.B.A. from the University of Oregon.

FREDERICK J. DOTZLER has served as a Director of Omnicell.com since December 1993. He has been a partner with Medicus Venture Partners, a venture capital firm, since 1989. Mr.

52

Dotzler received a B.S. in industrial engineering from Iowa State University, an M.B.A. from the University of Chicago and an advanced degree in economics from Louvain University, Belgium.

CHRISTOPHER J. DUNN, M.D. has served as a Director of Omnicell.com since September 1992. Dr. Dunn has been in private medical practice since 1984. Dr. Dunn received an M.D. and a master's degree in health service administration from Stanford University. Dr. Dunn is also Director of the Respiratory Care Unit at Care West Gateway, Director of Subacute Care at Care West Burlingame and Medical Director of Critical Care Transport for American Medical Response--Sacramento Valley. He is a fellow of the American College of Chest Physicians and is an Associate Clinical Professor of Medicine at Stanford University School of Medicine.

RANDALL A. HACK has served as a Director of Omnicell.com since September 1995. Mr. Hack has been a Partner of Nassau Capital L.L.C., a private investment management firm, since January 1995. From 1990 to 1994, Mr. Hack served as President and Chief Executive Officer of the Princeton University Investment Company, Princeton's portfolio of public and private assets. Mr. Hack received a B.A. from Princeton University and an M.B.A. from Harvard University. Mr. Hack serves as a director of Cornerstone Properties Inc. and Cypress Communications, Inc.

BENJAMIN A. HOROWITZ has served as a Director of Omnicell.com since September 1999. Mr. Horowitz has been President and Chief Executive Officer of Loudcloud, Inc., an Internet company, since September 1999. From March 1999 to September 1999, he served as Vice President of AOL E-commerce Technology Platform for America On-Line, an Internet service provider. From July 1995 to March 1999, Mr. Horowitz was employed by Netscape Communications, an Internet company, in various capacities, including Vice President of the directory and security product line from 1997 to 1998. From 1994 to 1995, Mr. Horowitz was employed by Lotus Development Corporation, a software company. Mr. Horowitz received a B.S. degree from Columbia University and a M.S. in computer science from the University of California, Los Angeles.

KEVIN L. ROBERG has served as a Director of Omnicell.com since June 1997. From December 1995 to June 1998, Mr. Roberg served as Chief Executive Officer and President of ValueRx, a Value Health Company. From April 1995 until it was acquired by ValueRx in December 1995, Mr. Roberg served as President and Chief Executive of Medintell Systems Corporation, a pharmaceutical information management company. From June 1994 to April 1995, Mr. Roberg served as President--Western Health Plans and President--PRIMExtra, Inc. for EBP Health Plans, Inc., a third party administrator. Mr. Roberg is also a director of Duane Reade, Inc., Accredo Health, Inc. and the American Society of Health System Pharmacists Foundation. Mr. Roberg is also a director and the immediate past chairman of Children's Hospitals and Clinics of Minneapolis/St. Paul. Mr. Roberg received a B.S. from the University of Iowa.

JOHN D. STOBO, JR. has served as a Director of Omnicell.com since February 2000. Since November 1998, he has been a managing member of ABS Partners III, LLC, which is the general partner of ABS Capital Partners III, L.P., a venture capital firm. From December 1993 to November 1998, Mr. Stobo was a principal of ABS Capital Partners and related entities. Prior to joining ABS Capital Partners, Mr. Stobo worked in the healthcare investment banking group at Alex. Brown & Sons Incorporated, an investment banking firm. Mr. Stobo received a B.A. from the University of California, San Diego, and an M.B.A. from Cornell University. Mr. Stobo is also a director of Pointshare Corporation.

WILLIAM H. YOUNGER, JR. has served as a Director of Omnicell.com since September 1992. Mr. Younger is a managing director of the general partner of Sutter Hill Ventures, a venture

53

capital firm, where he has been employed since 1981. Mr. Younger holds a B.S. in electrical engineering from the University of Michigan and an M.B.A. from Stanford University. Mr. Younger serves as a director of Vitria Technology, Inc.

There are no family relationships between any of the directors and officers of Omnicell.com.

BOARD COMMITTEES

The Board of Directors has a Compensation Committee and an Audit Committee. The Compensation Committee makes recommendations to the Board concerning salaries and incentive compensation for our officers and employees and administers our stock option plans. The Audit Committee makes recommendations to the Board of Directors regarding the selection of independent auditors, reviews the results and scope of the audit and other services provided by our independent auditors, and reviews and evaluates our audit and control functions. Members of these committees will serve until their successors are appointed. Members of the Compensation Committee are Mr. Dotzler, Dr. Dunn and Mr. Younger. Members of the Audit Committee are Messrs. Clemons, Hack and Younger.

DIRECTOR COMPENSATION

The members of the Board of Directors do not currently receive compensation for their services as directors, but are reimbursed for travel expenses in connection with attendance at Board and committee meetings. We have typically granted non-employee directors options to purchase 25,000 shares of common stock at the then fair market value upon election to the Board of Directors. In February 1998, Dr. Dunn received a non-qualified stock option to purchase 25,000 shares of common stock at an exercise price of $6.50 per share. In September 1999, Mr. Horowitz received a non-qualified stock option to purchase 25,000 shares of common stock at an exercise price of $6.50 per share. These options vest over a five-year period. In addition, in September 1999, the Board granted to each of Messrs. Younger, Hack and Dotzler options to purchase 15,000 shares of common stock at an exercise price of $6.50 per share which vest over a three-year period. In April 2000, Mr. Horowitz received a non-qualified stock option to purchase 10,000 shares of common stock at an exercise price of $6.50 per share which vest over a thirty month period. Following this offering, each member of our Board of Directors who are not employees will be eligible to receive initial and annual stock option grants to purchase our common stock. These grants are more fully described below.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by or paid to our Chief Executive Officer, our Chairman of the Board and our four next most highly compensated officers whose annual compensation exceeded $100,000 for the year ended December 31, 1999. These individuals are referred to as the named executive officers in this prospectus.

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SUMMARY COMPENSATION TABLE

                                                                                     LONG-TERM
                                                                                   COMPENSATION
                                               ANNUAL COMPENSATION(1)                 AWARDS
                                        ------------------------------------   ---------------------
                                                                OTHER ANNUAL   SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION              SALARY       BONUS     COMPENSATION        OPTIONS(2)
---------------------------             ---------   ---------   ------------   ---------------------
Sheldon D. Asher .....................  $298,000    $129,619     $  48,000(4)         214,320
  President, Chief Executive
  Officer and Director

Randall A. Lipps .....................   298,000      79,619            --            215,000
  Chairman of the Board
  and Director

John D. Higham .......................   187,000      51,578            --             35,000
  Vice President of Engineering
  and Chief Technical Officer

S. Michael Hanna .....................   145,000      88,079            --             35,000
  Vice President of Sales and
  Field Operations

Earl E. Fry(3) .......................   188,000      47,440        10,611(4)         170,000
  Vice President and
  Chief Financial Officer


(1) In accordance with Securities and Exchange Commission rules, Other Annual Compensation in the form of perquisites and other personal benefits has been omitted where the aggregate amount of such perquisites and other personal benefits constitutes less than the lesser of $50,000 or 10% of the total annual salary and bonus for the named executive officer for the fiscal year.

(2) These shares are subject to exercise under stock options granted under our stock option plans.

(3) Mr. Fry resigned in January 2000.

(4) Represents a loan forgiven by Omnicell.com.

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STOCK OPTION GRANTS

The following table sets forth information regarding options granted to each of the named executive officers during the year ended December 31, 1999.

                                                                                      POTENTIAL REALIZABLE
                                                                                            VALUE AT
                                                 INDIVIDUAL GRANTS                       ASSUMED ANNUAL
                                ---------------------------------------------------         RATES OF
                                NUMBER OF      PERCENTAGE                                  STOCK PRICE
                                SECURITIES      OF TOTAL                                APPRECIATION FOR
                                UNDERLYING      OPTIONS                                  OPTION TERM(1)
                                 OPTIONS       GRANTED IN     EXERCISE   EXPIRATION   ---------------------
NAME                            GRANTED(2)   FISCAL 1999(3)   PRICE(4)      DATE         5%          10%
----                            ----------   --------------   --------   ----------   ---------   ---------
Sheldon D. Asher..............    94,320          5.23%        $6.50      02/15/09
                                 120,000          6.65          6.50      08/31/09

Randall A. Lipps..............    95,000          5.27          6.50      02/15/09
                                 120,000          6.65          6.50      08/31/09

John D. Higham................    15,000          0.83          6.50      02/15/09
                                  20,000          1.11          6.50      08/31/09

S. Michael Hanna..............    15,000          0.83          6.50      02/15/09
                                  20,000          1.11          6.50      08/31/09

Earl E. Fry(5)................    20,000          1.11          6.50      02/15/09
                                 150,000          8.31          6.50      08/31/09


(1) Potential realizable values are computed by multiplying the number of shares of common stock subject to a given option by the initial public offering price of $ per share, assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rate shown in the table for the entire ten-year term of the option and subtracting from that result the aggregate option exercise price. The 5% and 10% assumed annual rates of stock appreciation are mandated by the rules of the SEC and do not reflect our estimate or projection of future stock price growth.

(2) These options were issued under our 1995 Management Stock Option Plan and our 1999 Equity Incentive Plan. Vesting and exercise terms are as follows:
(a) Options vest over a four year period as follows: 10% in equal monthly installments during the first year, 20% in equal monthly installments during the second year, 30% in equal monthly installments during the third year and 40% in equal monthly installments during the fourth year, so that the grant is fully vested at the end of four years; and (b) Options vest over 30 months at a rate of 1/30 of the total amount vesting each month thereafter.

(3) Based on an aggregate of 1,804,208 shares subject to options granted to employees (not counting grants to non-employees) of the Company in the year ended December 31, 1999, including options granted to the named executive officers.

(4) Options were granted at an exercise price equal to the fair market value of our Common Stock, as determined by the Board of Directors at the date of the grant.

(5) At the time of Mr. Fry's resignation, options to purchase 117,927 shares had vested. Pursuant to the terms of a consulting agreement between Mr. Fry and us, these options remain outstanding with the same expiration date they had at the time of grant. The options that had not vested prior to Mr. Fry's resignation have expired.

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AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth for each of the named executive officers the shares acquired and the value realized on each exercise of stock options during the year ended December 31, 1999 and number and value of securities underlying unexercised options held by the named executive officers at December 31, 1999.

                                                        NUMBER OF SECURITIES
                                                       UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                             SHARES                          OPTIONS AT              IN-THE-MONEY OPTIONS AT
                            ACQUIRED                    DECEMBER 31, 1999(1)         DECEMBER 31, 1999(1)(2)
                               ON         VALUE      ---------------------------   ---------------------------
NAME                        EXERCISE    REALIZED     EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                        --------   -----------   -----------   -------------   -----------   -------------
Sheldon D. Asher..........  200,000    $1,279,000      600,068(3)     376,138      $3,224,006       $209,864

Randall A. Lipps..........        0             0      195,168        342,972         491,580        119,309

John D. Higham............        0             0       38,455         83,445         105,435         67,865

S. Michael Hanna..........        0             0       53,288        109,962               0              0

Earl E. Fry...............        0             0       86,746        204,649         361,042        146,309


(1) Some of the shares are immediately exercisable; however, the shares purchasable under such options are subject to repurchase by the Company at the original exercise price paid per share upon the optionee's cessation of service prior to the vesting of such shares. The shares listed as exercisable are those shares which are unexercised for which the Company no longer has a right of repurchase if the option is exercised by the holder; similarly, the shares listed as unexercisable include those shares over which the Company has a right of repurchase if the option is exercised by the holder.

(2) Based on the fair market value of our common stock at year ended December 31, 1999 ($6.50 per share, as determined by our Board of Directors), less the exercise price payable for such shares.

(3) Dianne Snedden, Mr. Asher's ex-wife, has the right to receive 188,800 shares upon the exercise of vested options pursuant to a divorce agreement and any and all proceeds from the sale thereof.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Mr. Dotzler, Dr. Dunn and Mr. Younger. None of these individuals is or has been an officer or employee of Omnicell.com. No member of the Compensation Committee of Omnicell.com serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Omnicell.com Board of Directors.

STOCK PLANS

1992 EQUITY INCENTIVE PLAN AND 1995 MANAGEMENT STOCK OPTION PLAN

Our 1992 Equity Incentive Plan and 1995 Management Stock Option Plan (collectively, the Incentive Plans) were adopted by the Board of Directors in October 1992 and December 1995, respectively. There are currently 5,410,000 shares of common stock authorized for issuance under the Incentive Plans.

The Incentive Plans provide for the grant of incentive stock options under the Internal Revenue Code of 1986, as amended (the Code), to employees and nonstatutory stock options, restricted stock purchase awards and stock bonuses to employees, directors and consultants.

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The Incentive Plans are administered by the Board of Directors or a committee appointed by the Board which determines recipients and types of awards to be granted, including the exercise price, number of shares subject to the award and the exercisability thereof.

The term of stock options granted under the Incentive Plans generally may not exceed 10 years. The exercise price of options granted under the Incentive Plans are determined by the Board of Directors, provided that the exercise price for an incentive stock option cannot be less than 100% of the fair market value of the common stock on the date of the option grant and the exercise price for a nonstatutory stock option cannot be less than 85% of the fair market value of the common stock on the date of option grant. Options granted under the Incentive Plans vest at the rate specified in the option agreement. No incentive stock option may be transferred by the optionee other than by will, beneficiary designation or the laws of descent or distribution or, in certain limited instances, pursuant to a qualified domestic relations order. The Board of Directors may grant a nonstatutory stock option that is transferable. An optionee whose relationship with us or any related corporation ceases for any reason, other than by death or permanent and total disability, may exercise options in the three-month period following such cessation, unless such options terminate or expire sooner or later by their terms. Options may be exercised for up to twelve months after an optionee's relationship with us and our affiliates ceases due to death or disability, unless such options expire sooner or later by their terms.

No incentive stock option may be granted to any person who, at the time of the grant, owns, or is deemed to own, stock possessing more than 10% of the total combined voting power of Omnicell.com or any affiliate of Omnicell.com, unless the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and the term of the option does not exceed five years from the date of grant. The aggregate fair market value, determined at the time of grant, of the shares of common stock with respect to which incentive stock options are exercisable for the first time by an optionee and its affiliates during any calendar year under all of our plans may not exceed $100,000.

Shares subject to options that have expired or otherwise terminated without having been exercised in full, or vested in the case of restricted stock awards, become available for the grant of awards under the Incentive Plans.

The Board of Directors has the authority to reprice outstanding options and to offer optionees the opportunity to replace outstanding options with new options for the same or a different number of shares.

We may grant restricted stock awards under the Incentive Plans that are subject to a repurchase option by us in accordance with a vesting schedule and at a price determined by the Board of Directors. Restricted stock purchases must be at a price equal to at least 85% of the stock's fair market value on the award date, but stock bonuses may be awarded in consideration of past services without a purchase payment. Rights under a stock bonus or restricted stock purchase agreement may not be transferred other than by will, the laws of descent and distribution or a qualified domestic relations order while the stock awarded pursuant to such an agreement remains subject to the agreement.

As of March 31, 2000, 1,073,132 shares of common stock had been issued upon the exercise of options granted under the Incentive Plans, options to purchase 3,939,017 shares of common stock were outstanding at a weighted average exercise price of $3.84 per share and 397,851 shares of common stock remained available for future grant. The Incentive Plans will terminate in October 2002 and December 2005, respectively, unless sooner terminated by the Board of Directors.

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1997 EMPLOYEE STOCK PURCHASE PLAN

In March 1997, our Board of Directors approved the 1997 Employee Stock Purchase Plan which was later amended in September 1999. The 1997 plan is intended to qualify as an employee stock purchase plan within the meaning of
Section 423 of the Code. Under the 1997 plan, the Board of Directors may authorize participation by eligible employees, including officers, in periodic offerings following the adoption of the 1997 plan. The offering period for any offering will be no more than 27 months.

The 1997 plan, as amended in September 1999, authorizes the issuance of 750,000 shares of common stock under the 1997 plan which amount is increased each January 1 by the lesser of 500,000 or 1.5% of the number of shares of common stock outstanding each January 1. However, the Board of Directors has the authority to designate a smaller number of shares by which the authorized number of shares of common stock will be increased on each January 1.

Employees are eligible to participate if they are employed by Omnicell.com or an affiliate of Omnicell.com designated by the Board of Directors and are regularly employed at least 20 hours per week and five months per year. Employees who participate in an offering can have up to 15% of their earnings withheld pursuant to the 1997 plan and applied, on specified dates determined by the Board of Directors, to the purchase of shares of common stock. The price of common stock purchased under the 1997 plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the relevant purchase date. Employees may end their participation in the offering at any time during the offering period, and participation ends automatically on termination of employment with Omnicell.com.

In the event of certain changes of control of Omnicell.com, the Board of Directors has discretion to provide that each right to purchase common stock will be assumed or an equivalent right substituted by the successor corporation, or the Board of Directors may shorten the offering period and provide for all sums collected by payroll deductions to be applied to purchase stock immediately prior to the change in control. The 1997 plan will terminate at the Board of Directors' direction.

As of March 31, 2000, we had issued 253,799 shares of common stock under the 1997 plan.

1999 EQUITY INCENTIVE PLAN

Our 1999 Equity Incentive Plan was adopted by the Board of Directors in September 1999 and amended in April 2000. The 1999 plan was established to replace the Incentive Plans. The 1999 plan will terminate in September 2009, unless sooner terminated by the Board of Directors.

The 1999 plan provides for the grant of incentive stock options under Code
Section 422 to employees, including officers and employee-directors, and nonstatutory options, restricted stock purchase awards and stock bonuses to employees, directors and consultants. The 1999 plan is administered by the Board of Directors or a committee appointed by the Board which determines recipients and the terms and types of awards to be granted, including the exercise price, number of shares subject to the award and the exercisability thereof.

Stock option grants under the 1999 plan are made pursuant to an option agreement. The term of stock options granted under the 1999 plan generally may not exceed 10 years. The exercise price of options granted under the 1999 plan is determined by the Board of Directors, provided that the exercise price for an incentive stock option plan cannot be less than 100% of

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the fair market value of the common stock on the date of the option grant and the exercise price for a nonstatutory stock option cannot be less than 85% of the fair market value of the common stock on the date of the option grant.

Options granted under the 1999 plan vest at the rate specified in the option agreement. No incentive stock options may be transferred by the optionee other than by will, beneficiary designation or the laws of descent and distribution or, in certain limited instances, pursuant to a qualified domestic relations order. The Board of Directors may grant a nonstatutory stock option that is transferable. An optionee whose relationship with Omnicell.com or any related corporation ceases for any reason may exercise options in the three-month period following such cessation, unless such options terminate or expire sooner or later by their terms. Unless the options expire sooner or later by their terms, options may be exercised for up to twelve months after an optionee's relationship with Omnicell.com and our affiliates ceases due to disability and for up to eighteen months after an optionee's relationship with Omnicell.com and our affiliates ceases due to death.

No incentive stock options may be granted to any person who, at the time of the grant, owns, or is deemed to own, stock possessing more than 10% of the total combined voting power of Omnicell.com or any affiliate of Omnicell.com, unless the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of the grant, and the term of the option does not exceed five years from the date of the grant. The aggregate fair market value, determined at the time of the grant, of the shares of common stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year, under all such plans of Omnicell.com and its affiliates, may not exceed $100,000.

Five million shares of common stock are authorized for issuance under the 1999 plan. Effective January 1, 2001, the number of shares of common stock authorized for issuance under the 1999 plan will be increased on each January 1 by the lesser of (i) 3,000,000 shares, or (ii) 5.0% of the number of shares of common stock outstanding on that date. However, the Board of Directors has the authority to designate a smaller number of shares by which the authorized number of shares of common stock will be increased on each January 1.

Shares subject to stock awards that have expired or otherwise terminated without having been exercised in full, or vested in the case of restricted stock awards, shall again become available for the grant of awards under the 1999 plan. Shares subject to stock awards issued under the 1999 plan that have expired or otherwise terminated without having been exercised in full, or vested in the case of restricted stock awards, shall also become available for the grant of awards under the 1999 plan. Shares issued under the 1999 plan may be previously unissued shares or reacquired shares bought on the market or otherwise.

Restricted stock purchase awards granted under the 1999 plan may be granted pursuant to a repurchase option in favor of Omnicell.com in accordance with a vesting schedule and at a price determined by the Board of Directors. Restricted stock purchases must be at a price equal to 85% of the stock's fair market value on the award date, but stock bonuses may be awarded in consideration of past services without a purchase payment. Rights under a stock bonus or restricted stock purchase agreement may not be transferred other than by will, the laws of descent and distribution or a qualified domestic relations order while the stock awarded pursuant to such an agreement remains subject to the agreement.

Under certain changes in control of Omnicell.com including (i) a dissolution, liquidation or sale of substantially all of our assets, (ii) a merger or consolidation in which Omnicell.com is not the surviving corporation, or (iii) a reverse merger in which Omnicell.com is the surviving corporation but the shares of common stock outstanding immediately preceding the merger

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are converted by virtue of the merger into other property, whether securities, cash or otherwise, then to the extent permitted by applicable law, (i) any surviving corporation will assume any stock awards, including stock options, outstanding under the 1999 plan or substitute similar stock awards, or (ii) such stock awards under the 1999 plan will continue in full force and effect. In the event any surviving corporation refuses to assume or continue such stock awards, or to substitute similar stock awards for those outstanding under the 1999 plan, then the stock awards held by participants whose service with Omnicell.com or surviving corporation has not terminated shall become fully vested and exercisable prior to the change in control and any such Stock Award that are not exercised prior to the change in control will terminate thereafter.

As of March 31, 2000, 37,365 shares of common stock had been issued upon exercise of options granted under the 1999 plan. Options to purchase 1,265,671 shares of common stock were outstanding at a weighted average exercise price of $6.50 per share and 1,696,964 shares of common stock remained available for future grant. The 1999 plan will terminate in September 2009, unless sooner terminated by the Board of Directors.

NON-EMPLOYEE DIRECTOR STOCK OPTION GRANTS

The 1999 plan provides for automatic stock option grants to non-employee directors on the Board. After the offering, each person who is not an employee of the Company who is elected or appointed to the Board will be granted an initial grant on the date of his or her election or appointment to purchase 40,000 shares of the common stock of the Company at the fair market value of the common stock on that grant date. On the date of the offering, non-employee directors of the Board who have not previously been granted options to purchase the common stock of the Company will receive an initial stock option grant as if he or she were first elected or appointed to the Board after the offering. The non-employee directors become vested in each initial stock option grant 1/36 after each month of service on the Board from the stock option grant date so that the directors will become vested fully after 36 months of service on the Board after the grant.

After the offering, each person who is a non-employee director on the day after each annual stockholders' meeting, shall, on that date, be granted an annual stock option grant to purchase 10,000 shares of the common stock of the Company at the fair market value of the common stock of the Company on that grant date. The non-employee directors become vested in each annual stock option grant 1/12 after each month of service on the Board from the stock option grant date so that the directors will become vested fully after 12 months of service on the Board after the grant.

The non-employee director stock options will have a maximum term of ten years and generally must be exercised prior to the earliest of eighteen months following the death of the non-employee directors, twelve months from the termination of service on the Board by the non-employee director due to a disability, three months from the termination of the service of non-employee director for any other reason, or the expiration of the original term of the stock options. The stock options shall not be transferable except as otherwise provided in a stock option agreement to the extent permitted by federal securities laws and regulations. If there is a change of control as described above, the directors will become fully vested in their unvested portion of their stock options and the options will be exercisable for a period of the shorter of twelve months following the termination of their service on the Board or the original term of the stock options.

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401(k) PLAN

In October, 1993, we adopted a tax-qualified employee savings plan under
Section 401(k) of the Code covering our employees. Pursuant to the 401(k) plan, eligible employees may elect to reduce their current compensation by up to the lesser of 15% of their annual compensation or the statutorily prescribed annual limit and have the amount of such reduction contributed to the 401(k) plan. In addition, eligible employees may make rollover contributions to the 401(k) plan from a tax-qualified retirement plan. The 401(k) plan is intended to qualify under Section 401(a) of the Code, so that contributions by employees or Omnicell.com to the 401(k) plan, and income earned on the 401(k) plan contributions, are not taxable to employees until withdrawn from the 401(k) plan, and so that contributions by Omnicell.com, if any, will be deductible by Omnicell.com when made. We do not presently intend to make any matching or discretionary contributions.

EMPLOYMENT ARRANGEMENTS

In December 1993, Omnicell.com and Mr. Asher entered into an employment agreement whereby Mr. Asher agreed to serve as President and Chief Executive Officer. The agreement provides Mr. Asher with: (1) an annual base salary of at least $200,000; (2) a performance bonus of at least $50,000; and (3) $1,000,000 of term life insurance, the owner and beneficiary of which are to be designated by Mr. Asher. In the event of termination without cause, Mr. Asher will be entitled to receive the base salary amount then in effect plus $50,000 for one year following the date of termination.

In February 1998 and in February 2000, our Board of Directors approved the acceleration, under certain circumstances, of all prior stock options granted to each officer under our equity incentive plans. Under this arrangement, the unvested portion of each officer's stock options under our equity incentive plans becomes fully-vested and exercisable if Omnicell.com is acquired and the officer is (1) terminated without cause; (2) the principal place of performance of the officer's responsibilities and duties is changed; or (3) there is a material reduction in the officer's responsibilities and duties.

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act.

As permitted by Delaware law, our Certificate of Incorporation, which will become effective upon the closing of this offering, includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

- for any breach of the director's duty of loyalty to us or our stockholders;

- for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

- under Section 174 of the Delaware law regarding unlawful dividends and stock purchases; or

- for any transaction from which the director derived an improper personal benefit.

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As permitted by Delaware law, our Certificate of Incorporation and/or our Bylaws, which will become effective upon the closing of this offering, provide that:

- we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law, so long as such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Omnicell.com, and with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.

- we are permitted to indemnify our other employees to the extent that we indemnify our officers and directors, unless otherwise required by law, our Certificate of Incorporation, our Bylaws or agreements;

- we are required to advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to certain very limited exceptions; and

- the rights conferred in our Bylaws are not exclusive.

Prior to the closing of this offering, we intend to enter into indemnity agreements with each of our current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our Certificate of Incorporation and our Bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Pursuant to his employment agreement, in December 1993, we loaned Sheldon Asher an aggregate of $200,000 with an interest rate of 4% per year for the purchase of 92,165 shares of Series D Preferred Stock, convertible into common stock on a one-for-one basis. The purchase price of $2.17 per share was equal to the fair market value of the shares at the time of the sale. Twenty percent of this loan matured each year beginning on January 1, 1995 and was forgiven at such time so long as Mr. Asher remained employed by us. This loan has been completely forgiven.

Pursuant to the Series E Preferred Stock Purchase Agreements dated December 22, 1993, the purchasers therein agreed to vote their shares to elect to our Board of Directors a designated representative of Medicus Venture Partners 1993. This obligation expires as of the date of this offering. Frederick J. Dotzler has been the designated representative thereunder.

Pursuant to the terms of the Series H Stock Purchase Agreement, dated September 18, 1995, we agreed to nominate and use our best efforts to elect the designated representatives of Nassau Capital, L.L.C. to our Board of Directors. Randall A. Hack is the current designated representative of Nassau Capital.

We entered into a Stock Purchase Agreement with Sun Healthcare, dated June 7, 1996, for 1,802,000 shares of Series I Preferred Stock. In July 1996, the non-voting Series I Preferred Stock was converted into voting Series J Preferred Stock on a one for one basis.

In the years ended December 31, 1997, 1998 and 1999, we recorded revenues of $7.1 million, $9.9 million and $5.1 million, from sales to Sun Healthcare, representing approximately 19.7%, 20.5% and 9.7% of our revenues, respectively, for the year. Sun Healthcare earned cash rebates of $0.7 million and $0.4 million for purchases made from us during the years ended December 31, 1997 and 1998, respectively.

In February 1999, Sun Healthcare exercised its right to redeem all of its shares of Series J Preferred Stock on a quarterly basis, over the succeeding ten quarters. For all of 1999 and the first quarter of 2000, Sun Healthcare redeemed 901,00 shares of Series J Preferred Stock at a price of $14.03 per share for an aggregate redemption amount of approximately $12.6 million. In addition, we paid Sun Healthcare accrued interest on the Series J Preferred Stock of approximately $2.0 million. These redemptions and interest payments were paid for with cash of $8.3 million and the balance was paid by offsetting Sun Healthcare's outstanding accounts receivable balances of $6.3 million. Sun Healthcare's right to redeem its remaining shares of Series J Preferred Stock shall terminate on the closing of this offering.

In April 2000, our Board of Directors granted options to purchase an aggregate of 535,000 shares of common stock to our officers. The exercise price of these options is $6.50 per share which the Board determined to be the fair market value of the common stock on the date of grant. These options vest monthly over a 30 month period.

Pursuant to the terms of the Series K Stock Purchase Agreement, dated January 20, 2000, we agreed to nominate and use our best efforts to elect the designated representative of ABS Capital Partners to our Board of Directors. John D. Stobo, Jr. is the current designated representative of ABS Capital Partners.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our outstanding common stock as of March 31, 2000, and as adjusted to reflect the sale of the shares of common stock offered hereby:
(1) by each person or entity who is known by us to own beneficially more than 5% of the common stock; (2) by each of our directors; (3) by our Chief Executive Officer, (4) our other named executive officers, and (5) by all of our directors and executive officers as a group. The table assumes the conversion of all outstanding Preferred Stock into common stock upon the completion of this offering. Except as otherwise noted, the stockholders named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated in the table, the address of each stockholder identified in the table is 1101 East Meadow Drive, Palo Alto, California 94303.

                                               SHARES BENEFICIALLY           SHARES BENEFICIALLY
5% STOCKHOLDERS, EXECUTIVE OFFICERS,         OWNED PRIOR TO OFFERING        OWNED AFTER OFFERING
DIRECTORS, AND DIRECTORS AND EXECUTIVE     ---------------------------   ---------------------------
OFFICERS AS A GROUP                          NUMBER      PERCENTAGE(1)     NUMBER      PERCENTAGE(1)
--------------------------------------     -----------   -------------   -----------   -------------
Entities affiliated with Sutter Hill        3,827,425         20.8        3,827,425
  Ventures(2) ...........................
  755 Page Mill Road, Suite A-200
  Palo Alto, CA 94306
Medicus Venture Partners(3) .............   1,611,643          8.8        1,611,643
  2180 Sand Hill Road, Suite 400
  Menlo Park, CA 94025
ABS Capital Partners III, L.P.(4) .......   1,578,947          8.6        1,578,947
  101 California Street, 47(th) floor
  San Francisco, CA 94111
Nassau Capital Partners L.P.(5) .........   1,384,052          7.5        1,384,052
  22 Chambers Street
  Princeton, NJ 08542
Entities affiliated with Oak Investment
  Partners(6)............................   1,086,956          5.9        1,086,956
  One Gorham Island
  Westport, CT 06880
William H. Younger, Jr.(7)...............   3,827,425         20.8        3,827,425
Frederick J. Dotzler(8)..................   1,611,643          8.8        1,611,643
John D. Stobo, Jr. (9)...................   1,578,947          8.6        1,578,947
Randall A. Hack(10)......................   1,384,052          7.5        1,384,052
Randall A. Lipps(11).....................   1,233,934          6.6        1,233,934
Sheldon D. Asher(12).....................     936,524          4.9          936,524
Christopher J. Dunn, M.D.(13)............      68,850        *               68,850
Gordon V. Clemons(14)....................      22,083        *               22,083
Kevin L. Roberg(15)......................      14,583        *               14,583
Benjamin A. Horowitz(16).................       3,333        *                3,333
John D. Higham(17).......................     292,582          1.6          292,582
S. Michael Hanna(18).....................      79,573        *               79,573
All directors and executive officers as a
  group (19 persons)(19).................  11,824,114         59.3       11,824,114


* Represents beneficial ownership of less than 1.0%.

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(1) Applicable percentage ownership is based on 18,418,807 shares of common stock outstanding as of March 31, 2000. Beneficial ownership is determined in accordance with the rules of the Commission, based on factors including voting and investment power with respect to shares, subject to the applicable community property laws. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days after March 31, 2000, are deemed outstanding for the purpose of computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person.

(2) Includes 1,747,688 shares of common stock owned by Sutter Hill Ventures, A California Limited Partnership (Sutter Hill); 442,105 shares of common stock owned by Mr. Younger, a member of our Board of Directors and a managing director of Sutter Hill Ventures LLC, the general partner of Sutter Hill; 1,061,136 shares owned by the four other managing directors and one other director of Sutter Hill Ventures LLC, a retirement trust of one of the managing directors of Sutter Hill LLC, and family partnerships associated with the managing directors of Sutter Hill LLC; and 576,496 shares owned by other entities and invididuals associated with Sutter Hill Ventures. Mr. Younger and the other managing directors of Sutter Hill Ventures LLC disclaim beneficial ownership in the shares listed above except as to their individual pecuniary interest therein.

(3) Consists of (1) 13,860 shares of common stock held by Mr. Dotzler, 3,333 of which are subject to stock options exercisable in 60 days, (2) 909,092 shares of common stock held by Medicus Venture Partners 1993, L.P.; (3) 539,970 shares of common stock held by Medicus Venture Partners 1994, L.P.; and (4) 152,054 shares of common stock held by Medicus Venture Partners 1995, L.P. (the Medicus Entities). Medicus Management Partners and a limited partnership affiliated with The Hillman Company are the general partners of each of the Medicus Entities. Mr. Dotzler, a member of our Board of Directors, and John Reher are general partners of Medicus Management Partners. The Hillman Company is controlled by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985. The trustees share the power to vote and dispose of shares representing a majority of the voting shares of the Hillman Company. Mr. Dotzler disclaims beneficial ownership of such shares held by the Medicus Entities, except to the extent of his pecuniary interest therein.

(4) Consists of 1,578,947 shares of common stock held by ABS Capital Partners III, L.P. Mr. Stobo, a member of our Board of Directors, is a managing member of ABS Partners III, LLC, the general partner of ABS Capital Partners III, L.P. Mr. Stobo disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(5) Includes 1,372,663 shares of common stock held by Nassau Capital Partners L.P., 8,058 shares of common stock held by NAS Partners L.L.C. and 3,333 shares subject to stock options exercisable in 60 days granted to Mr. Hack. Mr. Hack, a member of our Board of Directors, is a member of NAS Partners L.L.C. and a member of Nassau Capital L.L.C., the sole general partner of Nassau Capital Partners L.P. The members of Nassau Capital L.L.C., disclaim that they are beneficial owners of shares of Nassau Capital Partners L.P. Mr. Hack disclaims beneficial ownership of the shares held by such entities except to the extent of his proportionate interest therein.

(6) Includes 1,062,173 shares of common stock held by Oak Investment Partners VI, Limited Partnership and 24,783 shares of common stock held by Oak VI Affiliates Fund, Limited Partnership.

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(7) Includes 1,747,688 shares of common stock owned by Sutter Hill Ventures, A California Limited Partnership (Sutter Hill); 442,105 shares of common stock owned by Mr. Younger, a member of our Board of Directors and a managing director of Sutter Hill Ventures LLC, the general partner of Sutter Hill; 1,061,136 shares owned by the four other managing directors and one other director of Sutter Hill Ventures LLC, a retirement trust of one of the managing directors of Sutter Hill LLC, and family partnerships associated with the managing directors of Sutter Hill LLC; and 576,496 shares owned by other entities and invididuals associated with Sutter Hill Ventures. Mr. Younger and the other managing directors of Sutter Hill Ventures LLC disclaim beneficial ownership in the shares listed above except as to their individual pecuniary interest therein.

(8) Consists of (1) 13,860 shares of common stock held by Mr. Dotzler, 3,333 of which are subject to stock options exercisable in 60 days, (2) 909,092 shares of common stock held by Medicus Venture Partners 1993, L.P.; (3) 539,970 shares of common stock held by Medicus Venture Partners 1994, L.P.; and (4) 152,054 shares of common stock held by Medicus Venture Partners 1995, L.P. (the Medicus Entities). Medicus Management Partners and a limited partnership affiliated with The Hillman Company are the general partners of each of the Medicus Entities. Mr. Dotzler, a member of our Board of Directors, and John Reher are general partners of Medicus Management Partners. The Hillman Company is controlled by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985. The trustees share the power to vote and dispose of shares representing a majority of the voting shares of the Hillman Company. Mr. Dotzler disclaims beneficial ownership of such shares held by the Medicus Entities, except to the extent of his pecuniary interest therein.

(9) Consists of 1,578,947 shares of common stock held by ABS Capital Partners III, L.P. Mr. Stobo, a member of our Board of Directors, is a managing member of ABS Partners III, LLC, the general partner of ABS Capital Partners III, L.P. Mr. Stobo disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(10) Includes 1,372,663 shares of common stock held by Nassau Capital Partners L.P., 8,058 shares of common stock held by NAS Partners L.L.C. and 3,333 shares subject to stock options exercisable in 60 days granted to Mr. Hack. Mr. Hack, a member of our Board of Directors, is a member of NAS Partners L.L.C. and a member of Nassau Capital L.L.C., the sole general partner of Nassau Capital Partners L.P. The members of Nassau Capital L.L.C., disclaim that they are beneficial owners of shares of Nassau Capital Partners L.P. Mr. Hack disclaims beneficial ownership of the shares held by such entities except to the extent of his proportionate interest therein.

(11) Includes 248,934 shares subject to stock options exercisable within 60 days. Includes an aggregate of 152,000 shares held in trusts, of which Mr. Lipps is a trustee, for the benefit of Mr. Lipps' minor children.

(12) Includes 190,911 shares held by the Sheldon D. Asher Trust, dated August 31, 1998. Also includes 662,434 shares subject to stock options exercisable within 60 days. Diane Snedden, Mr. Asher's ex-wife, has the right to receive 188,800 shares upon the exercise of vested options pursuant to a divorce agreement. Mr. Asher disclaims beneficial ownership of these shares. Also includes (1) 40,000 shares held by the Asher Family Special Trust, dated November 25, 1991, FBO Rachel A. Asher, Mr. Asher's minor child; (2) 40,000 shares held by the Asher Family Special Trust, dated November 25, 1991, FBO Emily R. Asher, Mr. Asher's minor child, for both of which Diane Snedden is Trustee; (3) 1,100 shares held by Bernard Asher, custodian for Emily Rose Asher under IL Uniform

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Trust to Minors Act; and (4) 1,100 shares held by Bernard Asher, custodian for Rachel Ann Asher under IL Uniform Trust to Minors Act. Bernard Asher is Mr. Asher's brother. Mr. Asher disclaims beneficial ownership of these shares.

(13) Includes 7,083 shares subject to stock options exercisable within 60 days.

(14) Consists of 22,083 shares subject to stock options exercisable within 60 days.

(15) Consists of 14,583 shares subject to stock options exercisable within 60 days.

(16) Consists of 3,333 shares subject to stock options exercisable within 60 days.

(17) Includes (1) 56,243 shares subject to stock options exercisable within 60 days; (2) 221,792 shares held by the Higham-Bunker 1991 Family Trust, John D. Higham or Carol L. Bunker, Trustees; and (3) 10,000 shares held by John D. Higham or Carol L. Bunker, Guardians of Christina L. Higham.

(18) Includes 68,432 shares subject to stock options exercisable within 60 days.

(19) Includes an aggregate of 1,576,099 shares subject to stock options exercisable within 60 days.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

Upon the closing of this offering, we will be authorized to issue 50,000,000 shares of common stock, $.001 par value, and 5,000,000 shares of undesignated preferred stock, $.001 par value. Immediately following the closing of this offering, based on the number of shares outstanding as of March 31, 2000, there were 18,418,807 shares of common stock outstanding held of record by approximately 448 stockholders assuming the conversion of preferred stock.

COMMON STOCK

The issued and outstanding shares of common stock are, and the shares of common stock being offered by us hereby will be upon payment therefor, validly issued, fully paid and nonassessable. Subject to the prior rights of the holders of any preferred stock, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as the Board of Directors may from time to time determine. The shares of common stock are neither redeemable nor convertible and the holders thereof have no preemptive or subscription rights to purchase any of our securities. Upon liquidation, dissolution or winding up of Omnicell.com, the holders of common stock are entitled to receive pro rata our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of any preferred stock then outstanding. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders and has cumulative voting rights with respect to the election of directors.

WARRANTS

As of March 31, 2000, there were outstanding warrants to purchase the following: (1) an aggregate of 18,434 shares of common stock at an exercise price of $1.09 per share, (2) an aggregate of 20,381 shares of common stock at an exercise price of $6.15 per share and (3) an aggregate of 67,934 shares of common stock at an exercise price of $3.68 per share. Warrants to purchase (1) an aggregate of 95,367 shares of common stock expire three years from the effective date of this offering and (2) an aggregate of 11,382 shares of common stock expire on July 7, 2005.

PREFERRED STOCK

Upon the closing of this offering, all outstanding shares of preferred stock will be converted into shares of common stock. Effective upon the closing of this offering, we will be authorized to issue 5,000,000 shares of undesignated preferred stock. The Board of Directors will have the authority to issue the preferred stock in one or more series and to fix the price, rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting a series or the designation of such series, without any further vote or action by our stockholders. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of delaying, deferring or preventing a change in control of Omnicell.com without further action by the stockholders and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. We have no current plans to issue any shares of preferred stock.

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REGISTRATION RIGHTS

The holders of approximately 15,647,705 shares of common stock, as of March 31, 2000, and their permitted transferees are entitled to certain rights with respect to the registration of these shares under the Securities Act. Under the terms of agreements between us and the holders, the holders of at least 40% of these shares may require, on two occasions, that we use our best efforts to register these shares for public resale. The holders of these shares may not exercise this right until four months after the effective date of this offering. In addition, if we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders exercising registration rights, the holders are entitled to notice of such registration and are entitled to include shares of such common stock therein. The holders of these shares may also require us on no more than four occasions to register all or a portion of these shares on Form S-3 under the Securities Act when use of such form becomes available to us. All such registration rights are subject to conditions and limitations, including the right of the underwriters of an offering to limit the number of shares to be included in such registration. If such holders, by exercising their demand registration rights, cause a large number of securities to be registered and sold in the public market, such sales could have an adverse effect on the market price for our common stock. If we were to initiate a registration and include shares held by such holders pursuant to the exercise of their piggyback registration rights, such sales may have an adverse effect on our ability to raise capital.

ANTI-TAKEOVER PROVISIONS

DELAWARE LAW

Upon the closing of this offering, we will be subject to the provisions of
Section 203 of the Delaware General Corporation Law (the Anti-Takeover Law) regulating corporate takeovers. The Anti-Takeover Law prevents Delaware corporations, including those that are listed on the Nasdaq National Market, from engaging, under certain circumstances, in a "business combination," which includes a merger or sale of more than 10% of the corporation's assets, with any "interested stockholder," that is, a stockholder who owns 15% or more of the corporation's outstanding voting stock, as well as affiliates and associates of any such person, for three years following the date that such stockholder became an "interested stockholder" unless:

- the transaction that resulted in the stockholder becoming an "interested stockholder" was approved by the board of directors prior to the date the "interested stockholder" attained such status;

- upon consummation of the transaction that resulted in the stockholder becoming an "interested stockholder," the "interested stockholder" owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by (i) persons who are directors as well as officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

- on or subsequent to such date, the "business combination" is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the "interested stockholder."

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A Delaware corporation may "opt out" of the Anti-Takeover Law with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders' amendment approved by at least a majority of the outstanding voting shares. We have not "opted out" of the provisions of the Anti-Takeover Law. This statute could prohibit or delay mergers or other takeover or change- of-control attempts with respect to Omnicell.com and, accordingly, may discourage attempts to acquire us.

CHARTER AND BYLAW PROVISIONS

Our Certificate of Incorporation and Bylaws include a number of provisions that may have the effect of deterring or impeding hostile takeovers or changes of control or management. These provisions include:

- our Board of Directors is classified into three classes of directors with staggered three-year terms;

- the authority of our Board of Directors to issue up to 5,000,000 shares of preferred stock and to determine the price and the rights preferences and privileges of these shares, without stockholder approval;

- all stockholder action must be effected at a duly called meeting of stockholders and not by written consent; and

- the elimination of cumulative voting.

Such provisions may have the effect of delaying or preventing a change of control.

Our Certificate of Incorporation and Bylaws provide that we will indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures. Such provisions may have the effect of preventing changes in our management.

OPTION ACCELERATION

In February 1998 and February 2000, our Board of Directors approved resolutions providing that the unvested portion of each officer's stock options under our equity incentive plans becomes fully-vested and exercisable if we are acquired and the officer is thereafter (1) terminated without cause; (2) forced to change the principal place of performance of the officer's responsibilities and duties; or (3) placed in a position with a material reduction in the officer's responsibilities and duties.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is .

NATIONAL MARKET LISTING

We intend to apply for listing of our common stock on the Nasdaq Stock Market's National Market under the symbol "OMCL."

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices from time to time. For a period of 180 days or more following this offering substantial amounts of our common stock will not be freely tradable due to contractual and legal restrictions as described below. Sales of substantial amounts of our common stock in the public market after these restrictions lapse could depress the prevailing market price and limit our ability to raise equity capital in the future.

Upon the closing of this offering and based on shares outstanding as of March 31, 2000, we will have an aggregate of shares of common stock outstanding, assuming no exercise of the underwriters' over-allotment option and no exercise of outstanding options or warrants. Of the outstanding shares, the shares sold in this offering will be freely tradable, except that any shares held by our "affiliates", as that term is defined in Rule 144 promulgated under the Securities Act, may only be sold in compliance with the limitations described below. The remaining shares of common stock held by existing stockholders will be deemed restricted securities as defined under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144, 144(k) or 701 promulgated under the Securities Act, which are summarized below. In accordance with the lock-up agreements described below and subject to the provisions of Rules 144, 144(k) and 701, additional shares will be available for sale in the public market at the following times:

NUMBER OF SHARES                                    DATE
----------------        ------------------------------------------------------------
                        After the date of this prospectus
                        90 days from the date of this prospectus
                        At various times after 180 days from the date of this
                        prospectus

In general, under Rule 144, as currently in effect, a person, or persons whose shares are aggregated, including an affiliate, who has beneficially owned shares for at least one year is entitled to sell, within any three-month period commencing 90 days after the date of this prospectus, a number of shares that does not exceed the greater of 1% of the then outstanding shares of common stock, which will equal approximately shares immediately after this offering or the average weekly trading volume in the common stock during the four calendar weeks preceding the date on which notice of such sale is filed, subject to certain restrictions. In addition, a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years would be entitled to sell such shares under Rule 144(k) without regard to the requirements described above. To the extent that shares were acquired from an affiliate of ours, the person's holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Employees, officers, directors, advisors or consultants who purchased our common stock pursuant to a written compensatory plan or contract are entitled to rely on the resale provisions of Rule 701, which permits non-affiliates to sell their Rule 701 shares without having to comply with the public information, holding period, volume limitation or notice provisions of Rule 144 and permits affiliates to sell their Rule 701 shares without having to comply with Rule 144's holding period restrictions, in each case commencing 90 days after we become subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

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LOCK-UP AGREEMENTS. Our directors, officers and stockholders who hold approximately shares in the aggregate, have agreed that they will not offer, sell or agree to sell, directly or indirectly, or otherwise dispose of any shares of common stock without the prior written consent of Deutsche Bank Securities Inc. for a period of 180 days from the date of this prospectus. Please see "Underwriting."

We have agreed not to sell or otherwise dispose of any shares of common stock during the 180-day period following the date of the prospectus, except we may issue, and grant options to purchase, shares of common stock under the 1999 Stock Option Plan. In addition, we may issue shares of common stock in connection with any acquisition of another company if the terms of such issuance provide that such common stock shall not be resold prior to the expiration of the 180-day period referenced in the preceding sentence.

REGISTRATION RIGHTS. Following this offering, some of our stockholders will have registration rights. Please see, "Description of Capital Stock--Registration Rights."

STOCK OPTIONS AND WARRANTS. Options to purchase 5,204,688 shares of our common stock are outstanding as of March 31, 2000 under our 1992 Equity Incentive Plan, our 1995 Management Stock Option Plan and our 1999 Equity Incentive Plan. Following this offering, we expect to register the shares underlying these options. This registration statement will automatically become effective upon filing. Accordingly, subject to the exercise of such options, shares included in such registration statement will be available for sale in the open market immediately after the 180-day lock-up period expires.

In addition, 106,749 shares of common stock issuable upon the exercise of warrants will be eligible for sale as restricted securities set forth above, one year after the exercise of these warrants.

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UNDERWRITING

Subject to the terms and conditions of an underwriting agreement dated , 2000, the underwriters named below, who are represented by Deutsche Bank Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Banc of America Securities LLC and U.S. Bancorp Piper Jaffray Inc. have severally and not jointly agreed to purchase from us, the following respective number of shares of our common stock at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:

                                                               NUMBER OF
UNDERWRITERS:                                                   SHARES
-------------                                                 -----------
Deutsche Bank Securities Inc................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Banc of America Securities LLC..............................
U.S. Bancorp Piper Jaffray Inc..............................
                                                              ----------
        Total...............................................
                                                              ==========

The underwriting agreement provides that the obligations of the several underwriters to purchase the shares of common stock offered hereby are subject to certain conditions precedent and that the underwriters will purchase all shares of the common stock offered hereby, other than those covered by the over-allotment option described below, if any of these shares are purchased. In addition, the underwriting agreement provides that, in the event of a default by an underwriter, in certain circumstances the purchase commitments of non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

The underwriters propose to offer the shares of common stock to the public at the public offering price set forth on the cover page of this prospectus and to dealers at a price that represents a concession not in excess of $ per share under the public offering price. The underwriters may allow, and these dealers may re-allow, a concession of not more than $ per share to certain other dealers. After the initial public offering, representatives of the underwriters may change the offering price and other selling terms.

We have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to additional shares of common stock at the public offering price, less the underwriting discounts set forth on the cover page of this prospectus. The underwriters may exercise such option solely to cover over-allotments, if any, made in connection with this offering. To the extent that the underwriters exercise this option, each underwriter will become obligated, subject to conditions, to purchase approximately the same percentage of additional shares of common stock as the number of shares of common stock to be purchased by it in the above table bears to the total number of shares of common stock offered hereby. We will be obligated, pursuant to the option, to sell these additional shares of common stock to the underwriters to the extent the option is exercised. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the other shares are being offered.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee

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is currently expected to be approximately % of the initial public offering price. We have agreed to pay the underwriters the following fees, assuming either no exercise or full exercise by the underwriters of the underwriters' over-allotment option:

                                                                          TOTAL FEES
                                                         ---------------------------------------------
                                                          WITHOUT EXERCISE OF    WITH FULL EXERCISE OF
                                         FEE PER SHARE   OVER-ALLOTMENT OPTION   OVER-ALLOTMENT OPTION
                                         -------------   ---------------------   ---------------------
Fees paid by Omnicell.com..............       $                 $                      $

In addition, we estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $ .

We have agreed to indemnify the underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities.

Each of our officers and directors, and substantially all of our stockholders and holders of options and warrants to purchase our stock, have agreed not to offer, sell, contract to sell or otherwise dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of any shares of our common stock or other securities convertible into or exchangeable or exercisable for shares of our common stock or derivatives of our common stock owned by these persons prior to this offering or common stock issuable upon exercise of options or warrants held by these persons for a period of 180 days after the effective date of the registration statement of which this prospectus is a part without the prior written consent of the registration statement of which this prospectus is a part without the prior written consent of Deutsche Bank Securities Inc. This consent may be given at any time without public notice. We have entered into a similar agreement with the representatives of the underwriters. There are no agreements between the representatives and any of our stockholders or affiliates releasing them from these lock-up agreements prior to the expiration of the 180-day period.

The representatives of the underwriters have advised us that the underwriters do not intend to confirm sales to any account over which they exercise discretionary authority.

In order to facilitate the offering of our common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the market price of our common stock. Specifically, the underwriters may over-allot shares of our common stock in connection with this offering, thus creating a short position in our common stock for their own account. A short position results when an underwriter sells more shares of common stock than that underwriter is committed to purchase. Additionally, to cover these over-allotments or to stabilize the market price of our common stock, the underwriters may bid for, and purchase, shares of our common stock in the open market. Finally, the representatives, on behalf of the underwriters, may also reclaim selling concessions allowed to an underwriter or dealer if the underwriting syndicate repurchases shares distributed by that underwriter or dealer. Any of these activities may maintain the market price of our common stock at a level above that which might otherwise prevail in the open market. These transactions may be effected on the Nasdaq National Market or otherwise. The underwriters are not required to engage in these activities and, if commenced, may end any of these activities at any time.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to shares or % of our common stock being sold in this offering for our vendors, employees, family members of employees, customers and other third parties. The number of shares of our common stock available for sale to the general public will be reduced to the

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extent these reserved shares are purchased. Any reserved shares that are not purchased by these persons will be offered by the underwriters to the general public on the same basis as the other shares in this offering.

PRICING OF THE OFFERING

Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price for our common stock has been determined by negotiations among us and the representatives of the underwriters. Among the primary factors considered in determining the initial public offering price were:

- prevailing market conditions;

- our results of operations in recent periods;

- the present stage of our development;

- the market capitalization and stage of development of the other companies that we and the representatives of the underwriters believe to be comparable to our business; and

- estimates of our business potential.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Cooley Godward LLP, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Preston Gates & Ellis LLP, Seattle Washington. As of the date of this prospectus, James C. Gaither, Secretary of Omnicell.com and a partner at Cooley Godward LLP, owns an aggregate of 16,245 shares of our common stock.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements at December 31, 1998 and 1999, and for each of the three years in the period ended December 31, 1999, as set forth in their report. We have included our financial statement in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP's report, given on their authority as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the common stock. For further information regarding us and our common stock, please refer to the registration statement and exhibits and schedules filed as part of the registration statement. Each statement in this prospectus referring to a contract, agreement or other document filed as an exhibit to the registration statement is qualified in all respects by the filed exhibit.

You may read and copy all or any portion of the registration statement or any other information that we file at the Securities and Exchange Commission's public reference room at 450 Fifth Street, N.W., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our Securities and Exchange Commission filings, including the registration statement, are also available to you on the Securities and Exchange Commission's Web site located at WWW.SEC.GOV.

Upon completion of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, will file periodic reports, proxy statements and other information with the SEC. Upon approval of the common stock for the quotation on the Nasdaq National Market, such reports, proxy and information statements and other information may also be inspected at the office of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.

We intend to provide our stockholders with annual reports containing financial statements audited by an independent public accounting firm and to make available to our stockholders quarterly reports containing unaudited financial data for the first three quarters of each year.

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OMNICELL.COM

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors...........    F-2

Consolidated Balance Sheets as of December 31, 1998 and
  1999......................................................    F-3

Consolidated Statements of Operations for the years ended
  December 31, 1997, 1998 and 1999..........................    F-4

Consolidated Statement of Redeemable Convertible Preferred
  Stock and Stockholders' Equity (Net Capital Deficiency)
  for the years ended December 31, 1997, 1998 and 1999......    F-5

Consolidated Statements of Cash Flows for the years ended
  December 31, 1997, 1998 and 1999..........................    F-6

Notes to Consolidated Financial Statements..................    F-8

F-1

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Omnicell.com

We have audited the accompanying consolidated balance sheets of Omnicell.com as of December 31, 1998 and 1999, and the related consolidated statements of operations, redeemable convertible preferred stock and stockholders' equity (net capital deficiency), and cash flows for each of the three years in the period ended December 31, 1999. Our audits also included the financial statement schedule listed in the index as item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Omnicell.com at December 31, 1998 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

San Jose, California
March 29, 2000,
except for Note 18, as to which the date is April 19, 2000

F-2

OMNICELL.COM

CONSOLIDATED BALANCE SHEETS

                                                                                     PRO FORMA LIABILITIES,
                                                                                     REDEEMABLE CONVERTIBLE
                                                                                      PREFERRED STOCK AND
                                                                                    STOCKHOLDERS' EQUITY AT
                                                                                       DECEMBER 31, (NET
                                                                 DECEMBER 31,         CAPITAL DEFICIENCY)
                                                              -------------------   ------------------------
                                                                1998       1999               1999
                                                              --------   --------   ------------------------
                                                                    (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                          (UNAUDITED)
                           ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 11,569   $  2,546
  Short-term investments....................................    10,503      4,152
  Accounts receivable, net of allowance for doubtful
    accounts of
    $278 in 1998 and $338 in 1999...........................    14,290      9,685
  Inventories...............................................     4,789      9,157
  Prepaid expenses and other current assets.................     1,168      1,841
                                                              --------   --------
    Total current assets....................................    42,319     27,381
                                                              --------   --------

Property and equipment, net.................................     2,830      7,033
Other assets................................................     1,212      2,035
                                                              --------   --------
      Total assets..........................................  $ 46,361   $ 36,449
                                                              ========   ========
  LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
        STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
Current liabilities:
  Accounts payable..........................................  $    626   $  2,234           $  2,234
  Accrued liabilities.......................................     8,723     17,715             17,715
  Deferred revenue..........................................     1,955      3,494              3,494
  Deferred gross profit.....................................    20,227     31,370             31,370
                                                              --------   --------           --------
    Total current liabilities...............................    31,531     54,813             54,813
Notes payable...............................................        --      8,464              8,114
Other long-term liabilities.................................        67        845                845
Commitments and contingencies
Redeemable convertible preferred stock, no par value;
  3,604,000 shares designated; 1,802,000 and 1,081,200
  shares issued and outstanding in 1998 and 1999,
  respectively, no shares pro forma (liquidation preference
  of $15,166 in 1999).......................................    25,282     15,166                 --
Stockholders' equity (net capital deficiency):
  Convertible preferred stock, no par value; 18,500,000
   shares authorized (including 3,604,000 shares designated
   as redeemable convertible preferred stock); 11,527,848
   shares issued and outstanding in 1998 and 1999, no shares
   pro forma (liquidation preference of $35,147 in 1999)....    33,854     33,854                 --
  Common stock, no par value; 35,000,000 shares authorized;
   2,216,373 and 2,634,211 shares issued and outstanding in
   1998 and 1999, respectively, 15,495,455 shares pro
   forma....................................................     1,424      2,302             51,672
  Deferred compensation related to stock options............       (11)        --                 --
  Accumulated deficit.......................................   (45,784)   (78,997)           (78,997)
  Accumulated other comprehensive income (loss).............        (2)         2                  2
                                                              --------   --------           --------
    Total stockholders' equity (net capital deficiency).....   (10,519)   (42,839)           (27,323)
                                                              --------   --------           --------
      Total liabilities, redeemable convertible preferred
       stock, and stockholders' equity (net capital
       deficiency)..........................................  $ 46,361   $ 36,449           $ 36,449
                                                              ========   ========           ========

The accompanying notes are an integral part of these financial statements.

F-3

OMNICELL.COM

CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                      YEAR ENDED DECEMBER 31,
                                                              ---------------------------------------
                                                                 1997          1998          1999
                                                              -----------   -----------   -----------
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues....................................................   $ 36,073      $ 48,212      $ 52,604
Cost of revenues............................................     16,211        17,384        36,140
                                                               --------      --------      --------
Gross profit................................................     19,862        30,828        16,464
Operating expenses:
  Research and development..................................      5,921         5,986         8,977
  Selling, general, and administrative......................     24,805        25,060        37,998
  Integration expenses......................................         --            --           785
                                                               --------      --------      --------
    Total operating expenses................................     30,726        31,046        47,760
                                                               --------      --------      --------
Loss from operations........................................    (10,864)         (218)      (31,296)
Interest income.............................................        953         1,039           704
Interest expense............................................         --            --        (2,471)
                                                               --------      --------      --------
Income (loss) before provision for income taxes.............     (9,911)          821       (33,063)
Provision for income taxes..................................        201           185           150
                                                               --------      --------      --------
Net income (loss)...........................................    (10,112)          636       (33,213)
Preferred stock accretion...................................        (22)          (22)           --
                                                               --------      --------      --------
Net income (loss) available to common stockholders..........   $(10,134)     $    614      $(33,213)
                                                               ========      ========      ========
Net income (loss) per share:
  Basic.....................................................   $  (5.54)     $   0.29      $ (14.12)
  Diluted...................................................   $  (5.54)     $   0.04      $ (14.12)
  Pro forma basic and diluted...............................                               $  (2.10)
Weighted average common shares outstanding:
  Basic.....................................................      1,830         2,083         2,353
  Diluted...................................................      1,830        17,621         2,353
  Pro forma basic and diluted...............................                                 15,801

The accompanying notes are an integral part of these financial statements.

F-4

OMNICELL.COM
CONSOLIDATED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)

                                    REDEEMABLE
                                    CONVERTIBLE               CONVERTIBLE                                      NOTE
                                  PREFERRED STOCK           PREFERRED STOCK            COMMON STOCK         RECEIVABLE
                              -----------------------   -----------------------   ----------------------       FROM
                                SHARES       AMOUNT        SHARES       AMOUNT      SHARES       AMOUNT    STOCKHOLDER
                              -----------   ---------   ------------   --------   -----------   --------   ------------
                                                        (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Balance at December 31,
  1996......................   1,802,000    $ 25,238     11,527,848    $33,854     1,761,573     $  287       $(120)
  Net loss..................          --          --             --         --            --         --          --
  Change in unrealized loss
   on short-term
   investments..............          --          --             --         --            --         --          --
  Total comprehensive
   loss.....................
  Exercise of stock
   options..................          --          --             --         --       219,987        137          --
  Employee stock purchase
   plan.....................          --          --             --         --        69,327        383          --
  Forgiveness of notes
   receivable...............          --          --             --         --            --         --         120
  Amortization of deferred
   stock compensation.......          --          --             --         --            --         --          --
  Accretion of redeemable
   convertible preferred
   stock....................          --          22             --         --            --         --          --
                              ----------    --------    -----------    -------    ----------     ------       -----
Balance at December 31,
  1997......................   1,802,000      25,260     11,527,848     33,854     2,050,887        807          --
  Net income................          --          --             --         --            --         --          --
  Change in unrealized loss
   on short-term
   investments..............          --          --             --         --            --         --          --
  Total comprehensive
   income...................
  Exercise of stock
   options..................          --          --             --         --        78,276        135          --
  Employee stock purchase
   plan.....................          --          --             --         --        87,210        482          --
  Amortization of deferred
   compensation.............          --          --             --         --            --         --          --
  Accretion of redeemable
   convertible preferred
   stock....................          --          22             --         --            --         --          --
                              ----------    --------    -----------    -------    ----------     ------       -----
Balance at December 31,
  1998......................   1,802,000      25,282     11,527,848     33,854     2,216,373      1,424          --
  Net loss..................          --          --             --         --            --         --          --
  Change in unrealized loss
   on short-term
   investments..............          --          --             --         --            --         --          --
  Total comprehensive
   income...................          --          --             --         --            --         --          --
  Exercise of stock
   options..................          --          --             --         --       320,576        341          --
  Employee stock purchase
   plan.....................          --          --             --         --        97,262        537          --
  Amortization of deferred
   compensation.............          --          --             --         --            --         --          --
  Redemption of redeemable
   convertible preferred
   stock....................    (720,800)    (10,116)            --         --            --         --          --
                              ----------    --------    -----------    -------    ----------     ------       -----
Balance at December 31,
  1999......................   1,081,200    $ 15,166     11,527,848    $33,854     2,634,211     $2,302       $  --
                              ==========    ========    ===========    =======    ==========     ======       =====

                                                                                     TOTAL
                                 DEFERRED        ACCUMULATED                     STOCKHOLDERS'
                               COMPENSATION         OTHER                            EQUITY
                                RELATED TO      COMPREHENSIVE     ACCUMULATED     (NET CAPITAL
                              STOCK OPTIONS     INCOME (LOSS)       DEFICIT       DEFICIENCY)
                              --------------   ---------------   -------------   --------------
                                            (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Balance at December 31,
  1996......................      $ (45)            $ (17)         $(36,264)        $ (2,305)
  Net loss..................         --                --           (10,112)         (10,112)
  Change in unrealized loss
   on short-term
   investments..............         --                11                --               11
                                                                                    --------
  Total comprehensive
   loss.....................                                                         (10,101)
                                                                                    --------
  Exercise of stock
   options..................         --                --                --              137
  Employee stock purchase
   plan.....................         --                --                --              383
  Forgiveness of notes
   receivable...............         --                --                --              120
  Amortization of deferred
   stock compensation.......         17                --                --               17
  Accretion of redeemable
   convertible preferred
   stock....................         --                --               (22)             (22)
                                  -----             -----          --------         --------
Balance at December 31,
  1997......................        (28)               (6)          (46,398)         (11,771)
  Net income................         --                --               636              636
  Change in unrealized loss
   on short-term
   investments..............         --                 4                --                4
                                                                                    --------
  Total comprehensive
   income...................                                                             640
                                                                                    --------
  Exercise of stock
   options..................         --                --                --              135
  Employee stock purchase
   plan.....................         --                --                --              482
  Amortization of deferred
   compensation.............         17                --                --               17
  Accretion of redeemable
   convertible preferred
   stock....................         --                --               (22)             (22)
                                  -----             -----          --------         --------
Balance at December 31,
  1998......................        (11)               (2)          (45,784)         (10,519)
  Net loss..................         --                --           (33,213)         (33,213)
  Change in unrealized loss
   on short-term
   investments..............         --                 4                --                4
                                                                                    --------
  Total comprehensive
   income...................         --                --                --          (33,209)
                                                                                    --------
  Exercise of stock
   options..................         --                --                --              341
  Employee stock purchase
   plan.....................         --                --                --              537
  Amortization of deferred
   compensation.............         11                --                --               11
  Redemption of redeemable
   convertible preferred
   stock....................         --                --                --               --
                                  -----             -----          --------         --------
Balance at December 31,
  1999......................      $  --             $   2          $(78,997)        $(42,839)
                                  =====             =====          ========         ========

The accompanying notes are an integral part of these financial statements.

F-5

OMNICELL.COM

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
OPERATING ACTIVITIES
  Net income (loss).........................................  $(10,112)  $    636   $(33,213)
  Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
    Depreciation............................................     1,741      1,375      1,984
    Loss on disposal of capital equipment...................       547         45          4
    Deferred rent...........................................       (43)       (50)       (63)
    Forgiveness of note receivable from stockholder.........       120         --         --
    Amortization of deferred compensation...................        17         17         11
    Write-off of Sure-Med inventory.........................        --         --     13,600
    Write-off of ADDS investment............................        --         --        550
    Write-off of fixed assets...............................        --         --        886
    Changes in assets and liabilities:
      Accounts receivable...................................    (7,433)     2,066       (453)
      Inventories...........................................    (1,092)      (437)     2,465
      Prepaid expenses and other current assets.............    (3,957)    (1,228)      (673)
      Other assets..........................................      (573)      (405)       432
      Accounts payable......................................      (352)      (345)     1,608
      Accrued liabilities...................................     6,317        (30)      (963)
      Deferred revenue......................................       (84)       747       (362)
      Deferred gross profit.................................    11,837      4,309      8,204
    Other liabilities.......................................        --         --        778
                                                              --------   --------   --------
    Net cash provided by (used in) operating activities.....    (3,067)     6,700     (5,205)
                                                              --------   --------   --------

INVESTING ACTIVITIES
Cash paid for Sure-Med acquisition, net of cash received....        --         --       (352)
Purchases of short-term investments.........................    (6,047)   (11,517)    (4,153)
Maturities of short-term investments........................    13,830      6,011     10,504
Capital expenditures........................................    (1,931)    (1,785)    (5,987)
                                                              --------   --------   --------
    Net cash provided by (used in) investing activities.....     5,852     (7,291)        12
                                                              --------   --------   --------

FINANCING ACTIVITIES
Proceeds from issuance of common stock......................       520        617        878
Redemption of redeemable convertible preferred stock........        --         --     (5,058)
Issuance of convertible promissory note.....................        --         --        350
                                                              --------   --------   --------
    Net cash provided by (used in) financing activities.....       520        617     (3,830)
                                                              --------   --------   --------
Net increase (decrease) in cash and cash equivalents........     3,305         26     (9,023)
Cash and cash equivalents at beginning of year..............     8,238     11,543     11,569
                                                              --------   --------   --------
Cash and cash equivalents at end of year....................  $ 11,543   $ 11,569   $  2,546
                                                              ========   ========   ========

The accompanying notes are an integral part of these financial statements.

F-6

OMNICELL.COM

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING AND INVESTING
  ACTIVITIES
Issuance of note payable in Sure-Med acquisition............  $     --   $     --   $ 12,754
Sale of right to collect receivables to Baxter for note
  reduction.................................................        --         --     (4,840)
Change in unrealized loss on short-term investments.........       (11)        (4)        (4)
Issuance of note payable for leasehold improvements to
  landlord..................................................        --         --        200
Accretion of redeemable convertible preferred stock.........        22         22         --
Redemption of preferred stock offset with receivables.......        --         --      5,058

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest......................................  $     --   $     --   $  2,381
Cash paid for income taxes..................................        --         --         --

The accompanying notes are an integral part of these financial statements.

F-7

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF THE COMPANY

Omnicell.com (or the Company) was incorporated in the state of California on September 30, 1992. The Company develops, manufactures, and markets automation systems for hospitals and other healthcare facilities. In late 1999, the Company launched the Omnicell Commerce Network, an e-commerce service that consists of two Web-based applications, OmniBuyer and OmniSupplier.

BASIS OF PRESENTATION

The consolidated financial statements include the Company and its wholly owned subsidiaries, Omnicell HealthCare Canada, Inc. and Omnicell Europe SARL. All significant intercompany accounts and transactions are eliminated in consolidation.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include the allowance for doubtful accounts receivable, valuation of inventory, valuation allowance for deferred income taxes, and certain accrued liabilities. Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenues are derived from sales of automation systems and subsequent service agreements. The Company markets its systems for sale or for lease. System sales are recognized upon customer acceptance at the point of delivery and completion of installation; revenues from sales-type leases are recognized upon customer acceptance at the point of delivery, completion of installation, and the commencement of the noncancelable lease term. Revenues from service agreements and other revenues on system sales and sales-type leases are recognized ratably over the related contract period, and such amounts were approximately $2.5 million, $4.1 million and $7.0 million in the years ended December 31, 1997, 1998 and 1999, respectively. No revenues have been generated from the Omnicell Commerce Network through December 31, 1999. Deferred revenue represents amounts received under service agreements for which the services have not yet been performed. Deferred gross profit represents the profit to be earned by the Company, exclusive of installation costs, on systems sales for which customer acceptance has occurred but the Company's installation obligation has not yet been fulfilled. Installation costs are recorded to costs of goods sold when incurred.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has determined the estimated fair value of financial instruments. The amounts reported for cash and cash equivalents, accounts receivable, accounts payable, notes

F-8

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
payable, and accrued expenses approximate fair value because of their short maturities. Short-term investments are reported at their estimated fair value based on quoted market prices of comparable instruments.

CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with original maturities of 90 days or less to be cash equivalents.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, investments, and accounts receivable. Cash equivalents consist primarily of money market funds and commercial debt securities and are held primarily with two financial institutions. By policy, the Company limits the amounts invested in any type of instrument for investments other than U.S. government treasury instruments. The Company places its investments for safekeeping with an insured creditworthy financial institution.

The Company leases and sells its products primarily to hospitals and other health care facilities throughout the United States. The majority of leases originated by the Company are sold to unaffiliated finance companies (see Note 3). To date, the Company has had no significant credit losses.

One customer accounted for 19.7% and 20.5% of revenues in 1997 and 1998, respectively. No one customer accounted for over 10.0% of revenues in 1999.

Three customers accounted for 15.4%, 12.9% and 10.6% of accounts receivable at December 31, 1998. One customer accounted for 11.0% of accounts receivable in 1999.

SHORT-TERM INVESTMENTS

Short-term investments consist primarily of highly liquid debt instruments purchased with original maturities of greater than 90 days and are stated at fair value. The Company classifies these securities as available-for-sale. The differences between amortized cost and fair value, representing unrealized holding gains or losses, are recorded as a separate component of stockholders' equity until realized. Any gains and losses on the sale of short-term investments are determined on a specific identification method, and such gains and losses are reflected as a component of net interest income (expense). The Company has not experienced any significant gains or losses on its investments to date.

INVENTORIES

Inventories are stated at the lower of cost (utilizing standard costs, which approximate the first-in, first-out method) or market. The Company routinely assesses its on-hand inventory for timely identification and measurement of obsolete, slow-moving, or otherwise impaired inventory.

F-9

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the improvements, generally four to seven years.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses are charged to operations as incurred. In connection with the Company's automation systems product development efforts, the Company develops software applications that are integral to the operation of the product. The costs to develop such software applications have not been capitalized, as the software development process is completed concurrently with the establishment of technological feasibility and/or development of the related hardware.

ADVERTISING EXPENSES

The Company expenses the costs of advertising as incurred. Advertising expenses for the years ended December 31, 1997, 1998 and 1999 were approximately $185,000, $11,000 and $628,000, respectively.

STOCK-BASED COMPENSATION

Under Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," the Company accounts for stock-based awards to employees using the intrinsic value method established by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). Thus, no compensation expense is recognized for options granted with exercise prices equal to the fair value of the Company's common stock on the date of grant.

INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." This statement prescribes the use of the liability method whereby deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

COMPREHENSIVE INCOME

In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 130, "Reporting Comprehensive Income," which establishes standards for reporting and displaying comprehensive income and its components in financial statements. The only items of other comprehensive income (loss) that the Company currently reports are unrealized gains (losses)

F-10

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
on short-term investments, which are included in other accumulated comprehensive income (loss) in the consolidated statements of redeemable convertible preferred stock and stockholders' equity (net capital deficiency).

SEGMENT REPORTING

The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS 131 requires the use of a management approach in identifying segments of an enterprise. The adoption of FAS 131 did not affect consolidated results of operations or financial position. See Note 15.

NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing the net income
(loss) for the period by weighted average number of common shares outstanding during the period, less shares subject to repurchase. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period. Potentially dilutive securities composed of incremental common shares issuable upon the exercise of stock options and warrants, and common shares issuable on conversion of preferred stock, were excluded from historical diluted loss per share for the years ended December 31, 1997 and 1999 because of their anti-dilutive effect.

Under the provisions of SAB No. 98, common shares issued for nominal consideration, if any, would be included in the per share calculations as if they were outstanding for all periods presented. No common shares have been issued for nominal consideration.

In accordance with SFAS No. 128, "Earnings Per Share," and Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 98, pro forma net loss per share has been computed as described above and also gives effect to common equivalent shares arising from redeemable convertible preferred stock and convertible preferred stock that will automatically convert upon the closing of the initial public offering contemplated by this prospectus using the if-converted method from the original date of issuance.

F-11

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The calculation of historical and pro forma basic and diluted net income
(loss) per share is as follows:

                                                    YEAR ENDED DECEMBER 31,
                                               ---------------------------------
                                                 1997        1998        1999
                                               ---------   ---------   ---------
                                                (IN THOUSANDS, EXCEPT PER SHARE
                                                           AMOUNTS)
HISTORICAL:
  Basic:
    Net income (loss)........................  $(10,112)    $   636    $(33,213)
    Preferred stock accretion................       (22)        (22)         --
                                               --------     -------    --------
    Net income (loss) available to common
     stockholders............................  $(10,134)    $   614    $(33,213)
                                               ========     =======    ========
    Weighted average shares of common stock
     outstanding.............................     1,882       2,108       2,363
    Less: Weighted average shares subject to
     repurchase..............................        52          25          10
                                               --------     -------    --------
    Weighted average shares outstanding--
     basic...................................     1,830       2,083       2,353
                                               ========     =======    ========
    Net income (loss) per share..............  $  (5.54)    $  0.29    $ (14.12)
                                               ========     =======    ========
  Diluted:
    Net income (loss)........................  $(10,134)    $   636    $(33,213)
                                               ========     =======    ========
    Weighted average shares outstanding--
     basic...................................     1,830       2,083       2,353
    Weighted average number of common shares
     issuable upon the conversion of dilutive
     preferred shares........................        --      13,645          --
    Effect of dilutive securities--stock
     options.................................        --       1,893          --
                                               --------     -------    --------
    Diluted weighted average number of shares
     outstanding.............................     1,830      17,621       2,353
                                               ========     =======    ========
    Net income (loss) per share..............  $  (5.54)    $  0.04    $ (14.15)
                                               ========     =======    ========
PRO FORMA BASIC AND DILUTED:
  Net loss...................................                          $(33,213)
                                                                       ========
  Shares used above..........................                             2,348
  Adjustment to reflect the weighted average
   offset of the assumed conversion of the
   convertible note payable, the redeemable
   convertible preferred stock and
   convertible preferred stock...............                            13,448
                                                                       --------
  Weighted average shares used in computing
   pro forma basic and diluted net loss per
   share.....................................                            15,801
                                                                       ========
  Pro forma basic and diluted net loss per
   share.....................................                          $  (2.10)
                                                                       ========

F-12

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The total number of shares excluded from the calculations of diluted net loss per share for the years ended December 31, 1997 and 1999, prior to application of the treasury stock method for stock options, was 879,867 and 1,061,764, respectively. Such securities, had they been dilutive, would have been included in the computation of diluted net loss per share.

UNAUDITED PRO FORMA LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY

The unaudited pro forma liabilities, redeemable convertible preferred stock and stockholders' equity information at December 31, 1999 reflects the assumed conversion of the convertible note payable, the redeemable convertible preferred stock and convertible preferred stock upon completion of the offering by this prospectus.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 137, which is effective for years beginning after June 15, 2000. SFAS 133 will require the Company to recognize all derivatives on the balance sheet at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. SFAS 133 will be effective for the Company's financial statements for the year ended December 31, 2001. Management believes that this statement will not have a significant effect on the Company's results of operations or financial condition.

In December 1999, the Securities and Exchange Commission issued SAB No. 101, "Revenue Recognition in Financial Statements." SAB 101 provides guidance on the recognition, presentation and disclosure of revenue in financial statements.

In March 1998, the Accounting Standards Executive Committee issued Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1 requires companies to capitalize certain qualifying computer software costs that are incurred during the application development stage and amortize them over the software's estimated useful life. The Company adopted SOP 98-1 effective January 1, 1999. The adoption of SOP 98-1 did not have a material effect on the Company's consolidated financial position, results of operations, or cash flows.

In April 1998, the AICPA issued SOP 98-5, "Reporting the Costs of Start-Up Activities" (SOP 98-5). SOP 98-5 is effective beginning on January 1, 1999 and requires that start-up costs capitalized prior to January 1, 1999 be written off and any future start-up costs be expensed as incurred. The adoption of SOP 98-5 did not have a material impact on the Company's financial position, results of operations, or cash flows.

NOTE 2. SURE-MED ACQUISITION

Effective January 29, 1999, the Company acquired substantially all of the assets together with certain specified liabilities and obligations of the Sure-Med business activity (Sure-Med) of Baxter Healthcare Corporation (Baxter) in a transaction accounted for as a purchase. Baxter

F-13

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SURE-MED ACQUISITION (CONTINUED)
designed, marketed and sold Sure-Med pharmacy automation systems to hospitals and other health care facilities. The consolidated financial statements include the operating results of Sure-Med from the date of acquisition.

Sure-Med constituted a small business activity in Baxter's worldwide operations, which was neither a division nor subject to the maintenance of discrete accounting records such that financial statements could be or are determinable. However, the Company believes that this business activity generated revenues for Baxter of approximately $19.7 million (unaudited) and $29.5 million (unaudited) for the years ended December 31, 1997 and 1998, respectively. The Company believes that profits, if any, generated from the Sure-Med activity of Baxter for the above-mentioned periods were minimal, and it may not have been profitable as a historical activity.

Pro forma results of operations, as if the transaction had occurred on January 1, 1999, are not presented as they would not be materially different than actual 1999 results.

The original purchase price of $15.1 million consisted of a cash payment of $2.0 million to Baxter, a promissory note of $12.7 million, and $400,000 of related acquisition expenses. In December 1999, the purchase price was adjusted downward to $13.5 million to reflect the receipt of $1.6 million from Baxter in connection with final agreement between the two parties. The Company is obligated to repay the principal amount of the promissory note in 12 quarterly installments, commencing on March 31, 2001. The promissory note bears interest at a rate of 8.0% through January 31, 2001 and thereafter at a rate of 13.0%. Interest is payable quarterly, commencing on March 31, 1999. Upon the sale or issuance by Omnicell.com of any shares of capital stock, excluding sales or issuances of common stock or options under the Company's stock option and stock purchase plans and private placements in any single year not exceeding 10.0% of its outstanding paid-in capital, the Company is required to prepay the outstanding principal amount of the promissory note plus accrued interest to the extent of 50.0% of the net proceeds of such equity issuance. There is an exception that allows up to $30 million of financing raised during 2000 to be excluded as long as 50% of the proceeds shall be applied to redeeming the Series J preferred stock.

The purchase price consideration was allocated to the acquired assets and assumed liabilities based on fair values as follows (in thousands):

Inventories.................................................  $20,433
Property and equipment......................................      886
Other assets, primarily residual value of leased systems....    1,805
Liabilities.................................................   (9,618)
                                                              -------
Total purchase consideration................................  $13,506
                                                              =======

During 1999, the Company sold to Baxter the right to collect trade receivables related to shipments of Sure-Med product made prior to the January 29, 1999 acquisition date for $4.8 million. Payment on this transaction was made via a reduction in the note payable to Baxter.

In the fourth quarter of 1999, the Company recorded a write off of $0.9 million for Sure-Med fixed assets due to abandonment of leasehold improvements and other assets acquired

F-14

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SURE-MED ACQUISITION (CONTINUED)
as part of the product line acquisition. In the fourth quarter of 1999, after sales of Sure-Med systems were determined to be substantially below original forecasts, the Company recorded a $13.6 million charge to cost of revenues to reflect a writedown of Sure-Med product line inventory to estimated net realizable value. In 1999, the Company also recorded $785,000 of integration expenses associated with the integration of the Company and Sure-Med engineering efforts, product lines, and marketing efforts.

NOTE 3. LEASING ARRANGEMENTS

In addition to direct sales, the Company leases its systems to customers under sales-type leases, which generally have terms of five years. The Company has entered into agreements with four finance companies whereby, concurrent with the customer lease transaction, lease receivables are sold to the finance companies. Under these agreements, the Company is subject to recourse only in the event of the Company's breach or nonperformance.

In 1997, 1998 and 1999, net sales-type lease receivables sold under these agreements totaled approximately $13.1 million, $11.7 million and $22.3 million, respectively. The Company records revenue at an amount equal to the cash to be received from the leasing company, which is equivalent to the net present value of the lease streams, utilizing the implicit interest rate under its funding agreements. At December 31, 1998 and 1999, accounts receivable included approximately $1.0 million and $2.7 million, respectively, due from the finance companies for lease receivables sold.

NOTE 4. SHORT-TERM INVESTMENTS

Short-term investments consist of the following (in thousands):

                                           AMORTIZED   UNREALIZED GAIN
                                             COST          (LOSS)        FAIR VALUE
                                           ---------   ---------------   ----------
December 31, 1998:
  Certificates of deposits...............   $ 7,000       $      --        $ 7,000
  U.S. commercial debt securities........     3,505              (2)         3,503
                                            -------       ---------        -------
                                            $10,505       $      (2)       $10,503
                                            =======       =========        =======

December 31, 1999:
  Certificates of deposits...............   $ 2,000       $      --        $ 2,000
  U.S. commercial debt securities........     2,150               2          2,152
                                            -------       ---------        -------
                                            $ 4,150       $       2        $ 4,152
                                            =======       =========        =======

All short-term investments at December 31, 1999 mature in 2000.

F-15

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. INVENTORIES

Inventories consist of the following (in thousands):

                                                                DECEMBER 31,
                                                             -------------------
                                                               1998       1999
                                                             --------   --------
Raw materials..............................................   $2,354     $3,495
Work-in-process............................................      435        565
Finished goods.............................................    2,000      5,097
                                                              ------     ------
  Total....................................................   $4,789     $9,157
                                                              ======     ======

NOTE 6. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

                                                              DECEMBER 31,
                                                           -------------------
                                                             1998       1999
                                                           --------   --------
Equipment................................................  $ 5,107    $ 7,382
Furniture and fixtures...................................      542        930
Leasehold improvements...................................      829      1,120
Purchased software.......................................       --      3,233
                                                           -------    -------
                                                             6,478     12,665
Accumulated depreciation and amortization................   (3,648)    (5,632)
                                                           -------    -------
Property and equipment, net..............................  $ 2,830    $ 7,033
                                                           =======    =======

No equipment was leased under capital leases at December 31, 1998 and 1999.

In August 1999, the Company completed a software license transaction with a leading provider of business-to-business e-commerce software solutions. Purchased software consists primarily of this software licensed on a perpetual basis to enable the use of the Omnicell Commerce Network. Maintenance and support will be provided by the licensor at contractual annual rates. The Company will share with the licensor a portion of the transaction fees collected, if any, from product manufacturers when purchases are made from healthcare suppliers on the Omnicell Commerce Network.

NOTE 7. OTHER ASSETS

Included in other assets at December 31, 1997 is a $500,000, 8.5% note receivable from a corporation in the development stage, which is due in September 2000. The note receivable was automatically convertible to equity of the corporation upon the closing of that entity's next financing of at least $1,000,000 or upon default of payment, based on the unpaid principal balance and accrued interest divided by the fair value price per share. In December 1998, upon the closing of a financing by the corporation, the note was converted into 13,052 shares of its Series D convertible preferred stock. At December 31, 1999, the Company determined that there was a permanent decline in the fair value of this asset and it wrote off the entire investment, including accrued interest, amounting to $550,000.

F-16

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8. ACCRUED LIABILITIES

Accrued liabilities consist of the following (in thousands):

                                                               DECEMBER 31,
                                                            -------------------
                                                              1998       1999
                                                            --------   --------
Accrued compensation and related benefits.................   $1,989    $ 2,225
Accrued license fees......................................       --      2,523
Accrued upgrade costs.....................................       --      3,960
Other accrued liabilities.................................    6,734      9,007
                                                             ------    -------
                                                             $8,723    $17,715
                                                             ======    =======

NOTE 9. LONG TERM NOTES PAYABLE

In October 1999, the Company executed a convertible promissory note with a private party for $350,000 with interest accruing at 6.02%. No interest payments are due until October 1, 2004, the maturity date of the note. If the Company closes an initial public offering of its common stock, the note shall automatically convert to an equivalent number shares of the Company's common stock.

In connection with the Company's facilities lease, the landlord has advanced $200,000 to the Company for leasehold improvements. The Company has agreed to repay this advance in monthly installments of $4,249. This borrowing arrangement commenced on July 1, 1999, ends June 30, 2004, and bears interest at 10% per annum.

Scheduled debt repayments under the convertible promissory note, facilities lease advance and Baxter promissory note (Note 2) are as follows:

2000........................................................  $   60
2001........................................................   2,678
2002........................................................   2,678
2003........................................................   2,678
2004........................................................     370

NOTE 10. CREDIT FACILITY

In March 1999, the Company entered into a credit facility with a bank, providing the Company with advances under a revolving loan in an aggregate amount not to exceed the lesser of $10.0 million or 75.0% of eligible accounts receivable, as defined. Amounts borrowed under the credit facility may be repaid at any time with all outstanding advances due on September 26, 2000. Interest, payable monthly, is at a rate equal to one and one-half percentage points above the bank's prime rate (10.0% on December 31, 1999). At December 31, 1999, the Company was not in compliance with certain financial covenants and no amounts were outstanding or available under this credit facility.

F-17

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11. LEASE COMMITMENTS

The Company leases its Palo Alto, California and Waukegan, Illinois offices and manufacturing facilities under noncancelable operating leases. The leases expire beginning January, 2002 through June, 2006. The Company has an option to renew the Palo Alto facilities leases for an additional five years. Rent expense for all operating leases was $631,000 (net of sublease income of $140,000), $728,000 (net of sublease income of $64,000) and $1,629,000 for the years ended December 31, 1997, 1998 and 1999, respectively.

At December 31, 1999, future minimum annual lease payments, net of aggregate future minimum receipts from sublease, were as follows (in thousands):

                                                              OPERATING
                                                               LEASES
                                                              ---------
2000........................................................   $1,848
2001........................................................    1,946
2002........................................................    2,009
2003........................................................    2,090
2004........................................................    1,522
Thereafter..................................................      451
                                                               ------
  Total minimum lease payments..............................   $9,866
                                                               ======

NOTE 12. REDEEMABLE CONVERTIBLE PREFERRED STOCK

In June 1996, the Company issued 1,802,000 shares of nonvoting Series I redeemable convertible preferred stock for $25,227,000 (net of issuance costs of approximately $60,000) and authorized an equal number of voting shares of Series J redeemable convertible preferred stock. The Series I redeemable convertible preferred stock was converted into Series J redeemable convertible preferred stock on a one-for-one basis in 1996.

At any time after December 31, 1998, the holders of the Series J redeemable convertible preferred stock were entitled to require the Company to redeem for cash the outstanding shares over two- and-one-half years at a per share price equal to the original issue price (subject to adjustment for events of dilution) plus interest at 9.5% per annum (accruing beginning on March 8, 1999).

On January 7, 1999, the holder of all Series J shares notified the Company of its intent to exercise its redemption right.

In March, June, and December 1999, the Company's Series J redeemable convertible preferred stockholder redeemed a total of 720,800 shares of the preferred stock for approximately $10.2 million. In lieu of cash payment to the stockholder, the Company reduced approximately $5.1 million in trade receivables owed to it by the stockholder. The Company also reduced its Series J stockholder trade receivable by approximately $692,000 in lieu of cash payment for interest. At December 31, 1999, the Company is obligated to redeem the remaining Series J stock in six future installments over the next eighteen months.

F-18

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12. REDEEMABLE CONVERTIBLE PREFERRED STOCK (CONTINUED)
Significant terms of the Series J redeemable convertible preferred stock are as follows:

- Each share of Series J preferred stock is convertible into one share of common stock (subject to adjustment for events of dilution). Each share will automatically convert upon an underwritten public offering of common stock meeting specified criteria.

- Series J preferred stock has voting rights equivalent to the number of shares of common stock into which it is convertible.

- Dividends may be declared at the discretion of the Board of Directors and are noncumulative. To the extent declared, dividends of $1.12 per share, per annum for Series J preferred stock must be paid prior to any dividends on any other preferred stock or common stock. No such dividends have been declared or paid.

- In the event of liquidation, dissolution, or winding up of the Company, prior to any other preferred stockholders, Series J stockholders shall receive $14.03 per share plus all declared but unpaid dividends. Upon completion of this distribution, the holders of the common stock will receive a pro rata distribution of any remaining assets of the Company. At December 31, 1999, the aggregate liquidation preference for redeemable convertible preferred stock was $15,166,000.

NOTE 13. STOCKHOLDERS' EQUITY

CONVERTIBLE PREFERRED STOCK

At December 31, 1998 and 1999, convertible preferred stock consisted of the following (in thousands, net of issuance costs):

                                               SHARES
                                             DESIGNATED   OUTSTANDING    AMOUNT
                                             ----------   -----------   --------
Series A...................................       480          480      $   120
Series B...................................       321          321          120
Series C...................................     1,700        1,700        1,014
Series D...................................     1,328        1,310        1,412
Series E...................................     1,966        1,965        6,458
Series F...................................     2,000        1,948       11,527
Series G...................................     1,000           --           --
Series H...................................     4,000        3,804       13,203
                                               ------       ------      -------
  Total....................................    12,795       11,528      $33,854
                                               ======       ======      =======

Significant terms of the convertible preferred stock are as follows:

- Each share of Series A, B, C, D, E, G, and H is convertible into one share of common stock, and each share of Series F preferred stock is convertible into 1.107 shares of common stock (subject to adjustment for events of dilution). Each share will automatically convert upon an underwritten public offering of common stock meeting specified criteria.

F-19

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. STOCKHOLDERS' EQUITY (CONTINUED)
- Each share of convertible preferred stock has voting rights equivalent to the number of shares of common stock into which it is convertible. The holders of Series E preferred stock, voting together as a class, are entitled to elect one director of the Company. The holders of Series H preferred stock, voting as a class, are also entitled to elect one director of the Company.

- Dividends may be declared at the discretion of the Board of Directors and are noncumulative. To the extent declared, dividends of $0.02, $0.03, $0.048, $0.085, $0.265, $0.49, $0.49, and $0.29 per share, per annum for Series A, B, C, D, E, F, G, and H preferred stock, respectively, must be paid prior to any dividends on common stock. No such dividends have been declared or paid.

- In the event of liquidation, dissolution, or winding up of the Company, Series A, B, C, D, E, F, G, and H stockholders shall receive, after required distributions to the redeemable convertible preferred stockholders, $0.25, $0.375, $0.60, $1.085, $3.30, $6.15, $6.15, and $3.68 per share, respectively, plus all declared but unpaid dividends. Upon completion of this distribution, the holders of the common stock will receive a pro rata distribution of any remaining assets of the Company. At December 31, 1999, the aggregate liquidation preference for preferred stock was $35.1 million

CONVERTIBLE PREFERRED STOCK WARRANTS

In connection with a capital lease financing in 1994, the Company issued a warrant to purchase 18,434 shares of Series D preferred stock at an exercise price of $1.09 per share. The warrant expires the later of three years from the effective date of an initial public offering of the Company's common stock or in 2000. The value of the warrant was immaterial.

In connection with capital lease financings in 1995, the Company issued warrants to purchase 8,130, 11,382, and 67,934 shares of Series F, G, and H preferred stock at $6.15, $6.15, and $3.68 per share, respectively. The Series F and H warrants expire the later of three years from the effective date of an initial public offering of the Company's common stock or in 2002. The Series G warrant expires the later of five years from the effective date of an initial public offering of the Company's common stock or in 2005. The estimated value of these warrants remaining after amortization was expensed in June 1996 when the repayments were made for the borrowings.

COMMON STOCK

At December 31, 1999, 10,000 shares of common stock are subject to repurchase by the Company at the original issuance price. These repurchase rights generally expire ratably over periods of three to five years.

STOCK OPTION PLANS

The Company has reserved 8,410,000 shares of common stock for issuance under its 1992 Incentive Stock Plan, 1995 Management Option Plan, and 1999 Equity Incentive Plan (the Plans). Under the Plans, incentive and nonqualified stock options or rights to purchase common stock may be granted to employees, directors, and consultants. Incentive options,

F-20

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. STOCKHOLDERS' EQUITY (CONTINUED)
nonqualified options, and stock purchase rights must be priced to be at least 100%, 85%, and 85%, respectively, of the common stock's fair value at the date of grant as determined by the Board of Directors. Options shall become exercisable as determined by the Board of Directors. Sales of stock under stock purchase rights are made pursuant to restricted stock purchase agreements.

In September 1999, the Board of Directors adopted the 1999 Equity Incentive Plan (Incentive Plan) for granting of incentive and nonqualified stock options and rights to purchase common stock to employees, directors, and consultants. Under the Incentive Plan, 3,000,000 shares of common stock are authorized for issuance. Further, all unissued stock under the Company's 1992 Incentive Stock Plan and 1995 Management Stock Option Plan are added to the 3,000,000 shares reserved.

A summary of stock option activity under the Plans follows (shares in thousands):

                                                  NUMBER OF   WEIGHTED AVERAGE
                                                   SHARES      EXERCISE PRICE
                                                  ---------   ----------------
Outstanding at December 31, 1996................    3,275          $1.80
  Granted.......................................      660           6.50
  Exercised.....................................     (220)          0.62
  Canceled......................................     (205)          3.26
                                                    -----

Outstanding at December 31, 1997................    3,510           2.67
  Granted.......................................      726           6.50
  Exercised.....................................      (78)          1.72
  Canceled......................................     (177)          5.42
                                                    -----

Outstanding at December 31, 1998................    3,981           3.27
  Granted.......................................    1,925           6.50
  Exercised.....................................     (321)          0.70
  Canceled......................................     (232)          6.18
                                                    -----

Outstanding at December 31, 1999................    5,353          $4.44
                                                    =====

Additional information regarding options outstanding as of December 31, 1999 is as follows (shares in thousands):

                                                  WEIGHTED
                                                  AVERAGE
                                                 REMAINING        WEIGHTED                       WEIGHTED
                                    NUMBER      CONTRACTUAL       AVERAGE         NUMBER         AVERAGE
RANGE OF EXERCISE PRICE           OUTSTANDING   LIFE (YEARS)   EXERCISE PRICE   EXERCISABLE   EXERCISE PRICE
-----------------------           -----------   ------------   --------------   -----------   --------------
$0.03 - $0.50..................        824           3.89          $0.15             824          $0.15
$0.75 - $2.00..................        738           5.34           0.80             681           0.79
$4.00 - $4.00..................        648           6.29           4.00             387           4.00
$6.50 - $6.50..................      3,143           8.70           6.50             711           6.50
                                     -----                                         -----
                                     5,353                                         2,603
                                     =====                                         =====

F-21

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. STOCKHOLDERS' EQUITY (CONTINUED)
At December 31, 1999, there were 2,048,000 shares available for future grant under the Plans, and options to purchase 2,603,000 shares were exercisable. Upon the exercise of certain exercisable options, the Company would have the right to repurchase 10,000 shares at the original issuance price. Such a right generally expires over three to five years.

In connection with the grant of certain stock options in December 1995, the Company recorded deferred compensation of $62,000 for the difference between the deemed fair value for accounting purposes and the option price. At December 31, 1999, the deferred compensation has been fully amortized. Such deferred compensation is presented as a reduction to stockholders' equity.

As discussed in Note 1, the Company continues to account for its stock-based awards using the intrinsic value method in accordance with APB 25 and its related interpretations. Accordingly, compensation expense has not been recognized in the consolidated financial statements for employee stock arrangements except for the difference between the deemed fair value for accounting purposes and the exercise price of certain stock options as noted above.

SFAS 123 requires the disclosure of pro forma net loss had the Company adopted the fair value method as of the beginning of 1995. Under SFAS 123, the fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company's stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affects the calculated values. The Company's calculations were made using the Black-Scholes option pricing model with risk-free interest rates of 6.17%, 5.42% and 5.38% in 1997, 1998 and 1999, respectively, and no dividends during the expected term. The Company's calculations are based on a multiple-option valuation approach, and forfeitures are recognized as they occur.

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro forma information follows (in thousands):

                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    1997       1998       1999
                                                  --------   --------   --------
Pro forma net income (loss).....................  $(10,519)   $  99     $(34,021)
Pro forma net income (loss) per share:
  Basic.........................................  $  (5.74)   $0.04     $ (14.49)
  Diluted.......................................  $  (5.75)   $0.01     $ (14.49)

The impact of outstanding nonvested stock options granted prior to 1995 has been excluded from the pro forma calculations; accordingly, the 1999 and 1998 pro forma adjustments are not indicative of future period pro forma adjustments when the calculation will apply to all applicable stock options.

F-22

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. STOCKHOLDERS' EQUITY (CONTINUED)
1997 EMPLOYEE STOCK PURCHASE PLAN

The Company has an Employee Stock Purchase Plan under which employees can purchase shares of the Company's common stock based on a percentage of their compensation, but not greater than 15% of their earnings, up to a maximum of $25,000 of fair value per year. The purchase price per share must be equal to the lower of 85% of the fair value of the common stock at the beginning or end of the six-month offering period. A total of 750,000 shares of common stock are reserved for issuance under the plan. As of December 31, 1999, 254,000 shares had been issued under this plan.

On September 1, 1999, the Board of Directors amended the 1997 Employee Stock Purchase Plan (Purchase Plan) to become effective simultaneously with the effectiveness of the Company's initial public offering. Under the amended Purchase Plan, 750,000 shares of common stock are authorized for issuance. As amended, eligible employees may purchase stock at 85% of the lower of closing prices for the common stock at the beginning of a twenty-four month offering period or the end of each six-month purchase period.

At December 31, 1999, the Company has reserved shares of common stock for issuance as follows (in thousands):

Conversion of outstanding convertible preferred stock.......  11,528
Issuance under the Plans....................................   7,401
Employee stock purchase plan................................     496
Convertible preferred stock warrants........................     106
                                                              ------
Total.......................................................  19,531
                                                              ======

NOTE 14. INCOME TAXES

The provision for income taxes consists of the following (in thousands):

                                                                   YEAR ENDED
                                                                  DECEMBER 31,
                                                         ------------------------------
                                                           1997       1998       1999
                                                         --------   --------   --------
Current provision:
  Federal..............................................    $120       $105       $ --
  State................................................      66         50        150
  Foreign..............................................      15         30         --
                                                           ----       ----       ----
Total current provision................................    $201       $185       $150
                                                           ====       ====       ====

F-23

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14. INCOME TAXES (CONTINUED)
The difference between the provision for income taxes and the amount computed by applying the Federal statutory income tax rate (35%) to income before taxes is explained below (in thousands):

                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    1997       1998       1999
                                                  --------   --------   --------
Tax provision (benefit) at federal statutory
  rate..........................................  $(1,215)   $ 1,563    $(9,501)
State income tax................................       66         50        150
Federal alternative minimum taxes...............      120        105         --
Foreign taxes...................................       15         30         --
Unutilized (utilized) net operating losses......    1,215     (1,563)     9,501
                                                  -------    -------    -------
Total...........................................  $   201    $   185    $   150
                                                  =======    =======    =======

Significant components of the Company's deferred tax assets are as follows at December 31 (in thousands):

                                                 1997       1998       1999
                                               --------   --------   --------
Deferred tax assets:
  Net operating loss carryforwards...........  $  7,500   $  5,500   $  6,000
  Tax credit carryforwards...................       500        985      1,257
  Inventory related items....................        --         --      5,746
  Reserves and accruals......................     3,943      3,784      3,960
  Deferred revenue...........................        --         --      2,357
  Capitalized research and development
   costs.....................................       320        220        476
  Depreciation and amortization..............       112        205        205
  Other, net.................................       342        498      2,298
                                               --------   --------   --------
Total deferred tax assets....................    12,717     11,192     22,299
Valuation allowance..........................   (12,717)   (11,192)   (22,299)
                                               --------   --------   --------
Net deferred tax assets......................  $     --   $     --   $     --
                                               ========   ========   ========

The Company has established a valuation allowance equal to the net deferred tax assets due to the uncertainties regarding the realization of deferred tax assets based on the Company's lack of earnings history.

As of December 31, 1999, the Company had a federal net operating loss carryforward of approximately $17,100,000. The federal net operating loss carryforward will expire beginning in 2008. The Company also had federal and state research and development tax credit carryforwards of approximately $670,000 and $550,000, respectively. The federal and state research and development tax credit carryforwards will expire at various dates beginning in year 2007 through 2019, if not utilized.

Utilization of the net operating losses and tax credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses and tax credits before utilization.

F-24

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION

Management of the Company has determined the operating segments based upon how the business is managed and operated. There are no significant intersegment sales or transfers and substantially all of the Company's long-lived assets are located in the United States.

During 1999, the Company had three operating segments. Operating segments have been aggregated into one reportable segment, Automation Systems, based upon the criteria in SFAS No. 131. The operating segment below the quantitative threshold, the Omnicell Commerce Network group, is disclosed in the "all other" category. The Company's chief operating decision maker reviews information pertaining to reportable segments only to the gross profit level. Assets of the operating segments are not segregated.

Information about reportable segment sales and gross profit areas follows:

                                                    YEAR ENDED DECEMBER 31,
                                                 ------------------------------
                                                   1997       1998       1999
                                                 --------   --------   --------
AUTOMATION SYSTEMS
Net sales......................................  $36,073    $48,212    $52,604
Gross profit (loss)............................  $19,862    $30,828    $16,734

ALL OTHER
Net sales......................................  $    --    $    --    $    --
Gross profit (loss)............................  $    --    $    --    $  (270)

NET SALES
North America..................................  $36,073    $47,757    $52,559
Other..........................................       --        455         45
                                                 -------    -------    -------
Consolidated net sales.........................  $36,073    $48,212    $52,604
                                                 =======    =======    =======

NOTE 16. RELATED PARTY TRANSACTIONS

The Company recorded revenues of approximately $7.1 million, $9.9 million and $5.1 million in 1997, 1998, and 1999, respectively, from a Series J redeemable convertible preferred stockholder and member of the Company's Board of Directors until August 11, 1999 (of which approximately $974,000 and $302,000 is included in accounts receivable at December 31, 1998 and 1999, respectively). Payment terms are net 45 days. Under the terms of a distribution agreement, this related party earned cash rebates of approximately $438,000 and $0 for purchases made from the Company during the years ended December 31, 1998 and 1999, respectively.

NOTE 17. EMPLOYEE BENEFIT PLAN

During 1994, the Company established a 401(k) tax-deferred savings plan, whereby eligible employees may contribute a percentage of their eligible compensation but not greater than 15.0% of their earnings. Company contributions are discretionary; no such Company contributions have been made since inception of the plan.

F-25

OMNICELL.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 18. SUBSEQUENT EVENTS

On April 19, 2000, the Company's Board of Directors took the following actions:

- authorized the filing of a registration statement with the Securities and Exchange Commission to register shares of its common stock in connection with the proposed initial public offering;

- authorized the change of the Company's state of incorporation to Delaware. As part of the reincorporation, the Board of Directors authorized an increase in the number of authorized shares of common stock to 50,000,000. Upon the completion of this offering and after the conversion of all the Company's outstanding preferred stock to common stock, the Board of Directors authorized a decrease in the number of authorized shares of preferred stock to 5,000,000;

- approved an amendment to the Company's 1999 Equity Incentive Plan to increase the number of shares reserved for issuance under such plan by 2,000,000 shares, to a total of 5,000,000. The Board of Directors also approved an automatic increase in the number of shares reserved under such plan each January 1 (beginning January 1, 2001) by the lesser of 5% of the total then outstanding shares of common stock or 3,000,000 shares, unless the Board of Directors then designates a smaller increase in the number of authorized shares; and

- approved an amendment to the Company's 1997 Employee Stock Purchase Plan to provide for an automatic increase in the number of shares reserved under such plan each January 1 (beginning January 1, 2001) by the lesser of 1.5% of the total then outstanding shares of common stock or 750,000 shares, unless the Board of Directors then designates a smaller increase in the number of authorized shares.

STOCK OPTION GRANTS

Subsequent to December 31, 1999, the Company approved grants to employees for options to purchase 1,409,250 shares of its common stock at $6.50 per share.

SERIES K PREFERRED STOCK

During the first quarter of 2000, the Company designated and issued 3,010,528 shares of Series K convertible preferred stock at a price of $9.50 per share. Net proceeds were approximately $28.6 million. The attributes of the Series K convertible preferred stock are similar to the Company's other series of outstanding convertible preferred stock.

F-26

YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THE PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THESE SHARES IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.

TABLE OF CONTENTS

                                               PAGE
                                             --------
Prospectus Summary.........................      1
Risk Factors...............................      6
Special Note Regarding Forward-Looking
  Statements...............................     19
Use of Proceeds............................     19
Dividend Policy............................     19
Capitalization.............................     20
Dilution...................................     21
Selected Consolidated Financial Data.......     22
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...............................     24
Business...................................     32
Management.................................     51
Certain Relationships and Related Party
  Transactions.............................     64
Principal Stockholders.....................     65
Description of Capital Stock...............     69
Shares Eligible for Future Sale............     72
Underwriting...............................     74
Legal Matters..............................     76
Experts....................................     76
Where You Can Find More Information........     77
Index to Financial Statements..............    F-1

UNTIL 2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS THAT BUY, SELL OR TRADE IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. DEALERS ARE ALSO OBLIGATED TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

[OMNICELL.COM LOGO]

SHARES

COMMON STOCK

DEUTSCHE BANC ALEX. BROWN

DONALDSON, LUFKIN & JENRETTE

BANC OF AMERICA SECURITIES LLC

U.S. BANCORP PIPER JAFFRAY

PROSPECTUS

, 2000


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than the underwriting discounts and commissions, payable by Omnicell.com in connection with the sale of the common stock being registered. All the amounts shown are estimates except for the SEC registration fee and the NASD filing fee.

SEC registration fee........................................  $15,180
Nasdaq National Market listing fee..........................     *
NASD filing fee.............................................    6,250
Printing and engraving expenses.............................     *
Legal fees and expenses.....................................     *
Accounting fees and expenses................................     *
Transfer agent and registrar fees...........................     *
Miscellaneous...............................................     *
                                                              -------
Total.......................................................  $  *
                                                              =======


* To be completed by amendment.

We intend to pay all expenses of registration, issuance and distribution.

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law (the DGCL) authorizes a court to award, or a corporation's board of directors to grant indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act.

As permitted by the DGCL, our Certificate of Incorporation, which will become effective upon the closing of this offering, includes a provision that eliminates the personal liability of our directors for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to us or our stockholders; (2) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (3) under Section 174 of the DGCL regarding unlawful dividends and stock purchases; or (4) for any transaction from which the director derived an improper personal benefit.

As permitted by the DGCL, our Certificate of Incorporation and/or our Bylaws, which will become effective upon the closing of this offering, provide that (1) we are required to indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain very limited exceptions;
(2) we are permitted to indemnify our other employees to the extent that we indemnify our officers and directors, unless otherwise required by law, our Certificate of Incorporation, our Bylaws or agreements; (3) we are required to advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to certain very limited exceptions; and (4) the rights conferred in our Bylaws are not exclusive.

Prior to the closing of this offering, we intend to enter into indemnity agreements with each of our current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our Certificate of Incorporation and our Bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of Omnicell.com regarding which indemnification is sought, nor are we aware or any threatened litigation that may result in claims for indemnification.

II-1


With approval by the board of directors, we expect to obtain directors' and officers' liability insurance. Reference is made to the underwriting agreement contained in Exhibit 1.1 hereto, which contains provisions indemnifying our officers and directors against certain liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

(a) The Company has issued or sold the following securities within the past three years:

- an aggregate of 3,010,528 shares of Series K convertible preferred stock at $9.50 per share in January and March 2000 to 25 accredited investors.

(b) As of March 31, 2000, the Company has issued:

- an aggregate of 1,058,752 shares of common stock upon exercise of options under the 1992 Equity Incentive Plan;

- an aggregate of 15,000 shares of common stock upon exercise of options under the 1995 Management Stock Option Plan;

- an aggregate of 253,799 shares of common stock upon exercise of options under the 1997 Employee Stock Purchase Plan; and

- an aggregate of 36,083 shares of common stock upon exercise of options under the 1999 Equity Incentive Plan.

(c) There were no underwritten offerings employed in connection with the transaction set forth in Item 15(a).

The issuances described in Item 15(a) were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) thereof as transactions by an issuer not involving any public offering. The issuances described in Item 15(b) were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated thereunder in that they were offered and sold either pursuant to written compensatory benefit plans or pursuant to a written contract relating to compensation, as provided by Rule 701. In addition, such issuances were deemed to be exempt from registration under Section 4(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of securities in each such transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends where affixed to the securities issued in such transactions. All recipients had adequate access, through their relationships with the Company, to information about the Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

      EXHIBIT
      NUMBER                             DESCRIPTION OF DOCUMENT
      -------                            -----------------------
1.1*                   Form of Underwriting Agreement.

3.1                    Amended and Restated Articles of Incorporation of
                       Omnicell.com.

3.2                    Certificate of Amendment of Amended and Restated Articles of
                       Incorporation of Omnicell.com.

3.3                    Certificate of Incorporation of Omnicell.com to be effective
                       upon reincorporation in Delaware.

3.4                    Amended and Restated Certificate of Incorporation of
                       Omnicell.com to be filed following the closing of the
                       offering.

3.5                    Bylaws of Omnicell.com.

II-2


       EXHIBIT
       NUMBER                             DESCRIPTION OF DOCUMENT
       -------                            -----------------------
 3.6                    Bylaws of Omnicell.com to be effective upon reincorporation
                        in Delaware.

 4.1*                   Form of Common Stock Certificate.

 4.2                    Amended and Restated Investor Rights Agreement, dated
                        January 20, 2000.

 4.3                    Warrant Agreement, dated September 30, 1993, between
                        Omnicell.com and Comdisco, Inc.

 4.4                    Warrant Agreement, dated January 23, 1995, between
                        Omnicell.com and Comdisco, Inc.

 4.5                    Warrant Agreement, dated July 7, 1995, between Omnicell.com
                        and Comdisco, Inc.

 4.6                    Warrant Agreement, dated September 29, 1995, between
                        Omnicell.com and Comdisco, Inc.

 4.7                    Convertible Promissory Note, dated October 1, 1999.

 5.1*                   Opinion of Cooley Godward LLP, counsel to Omnicell.com.

10.1                    Real Property Lease, dated September 24, 1999, between W.F.
                        Baton & Co., Inc. and Omnicell.com, as amended.

10.2                    Real Property Lease, effective July 1, 1999, between
                        Omnicell.com and Amli Commercial Properties Limited
                        Partnership.

10.3                    Real Property Lease, dated April 3, 1996, between O'Donnell
                        Palo Alto Associates and Omnicell.com.

10.4                    Real Property Lease, dated March 25, 1994, between W.F.
                        Batton & Co., Inc. and Omnicell.com, as amended.

10.5                    Master Assignment Agreement and Master Sales Agreement,
                        dated September 29, 1994, between Americorp Financial, Inc.
                        and Omnicell.com, as amended.

10.6                    Group Purchasing Agreement, effective June 1, 1997, between
                        Premier Purchasing Partners, L.P., and Omnicell.com.

10.7                    Letter Agreement, dated June 27, 1997, between the
                        University Health System Consortium Services Corporation and
                        Omnicell.com.

10.8                    Federal Supply Schedule Contract No. V797P-3406k, effective
                        August 7, 1997, between the Department of Veterans Affairs
                        and Omnicell.com.

10.9                    Asset Purchase Agreement dated December 18, 1998, between
                        Omnicell.com and Baxter Healthcare Corporation, as amended.

10.10                   Loan and Security Agreement and Standby Facility Agreement,
                        dated January 27, 2000, between Silicon Valley bank and
                        Omnicell.com.

10.11**                 Vertical Hosted License Agreement, dated August 21, 1999,
                        between Omnicell.com and Commerce One, as amended.

10.12                   Form of Director and Officer Indemnification Agreement.

10.13                   1992 Equity Incentive Plan, as amended.

10.14                   1995 Management Stock Option Plan.

10.15                   1997 Employee Stock Purchase Plan, as amended.

10.16                   1999 Equity Incentive Plan, as amended.

10.17                   Program Agreement, dated June 7, 1999, between General
                        Electric Company and Omnicell.com.

10.18                   Employment Agreement, dated December 13, 1993, between
                        Omnicell.com and Sheldon D. Asher.

II-3


       EXHIBIT
       NUMBER                             DESCRIPTION OF DOCUMENT
       -------                            -----------------------
10.19**                 Strategic Alliance Agreement, dated April 17, 2000, between
                        Omnicell.com and PricewaterhouseCoopers LLP.

21.1                    Subsidiaries of Omnicell.com

23.1                    Consent of Ernst & Young LLP, independent auditors.

23.2*                   Consent of Cooley Godward LLP. Reference is made to
                        Exhibit 5.1.

24.1                    Powers of Attorney. Reference is made to Page II-5.

27.1                    Financial Data Schedule.


* To be filed by amendment.

** Confidential treatment requested.

(b) Financial Statement Schedules.

                                                                ADDITIONS
                                                         -----------------------
                                           BALANCE AT    CHARGED TO   CHARGED TO                BALANCE
                                          BEGINNING OF   COSTS AND      OTHER                    END OF
DESCRIPTION                                  PERIOD       EXPENSES     ACCOUNT     DEDUCTIONS    PERIOD
-----------                               ------------   ----------   ----------   ----------   --------
Year ended December 31, 1997 allowance
  for doubtful accounts.................    $159,783       $60,000           --      $1,415(1)  $218,368
Year ended December 31, 1998 allowance
  for doubtful accounts.................     218,368        60,000           --          --      278,368
Year ended December 31, 1999 allowance
  for doubtful accounts.................     278,368        60,000           --          --      338,368


(1) Uncollectible accounts written off.

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

ITEM 17. UNDERTAKINGS.

The Registrant hereby undertakes to provide the Underwriters at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions described in Item 14 or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A

II-4


and contained in a form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of Prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on the 19th day of April, 2000.

OMNICELL.COM

By:             /s/ SHELDON D. ASHER
     -----------------------------------------
                  Sheldon D. Asher
       PRESIDENT AND CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Sheldon D. Asher and Robert Y. Newell, IV his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1, and to any registration statement filed under Securities and Exchange Commission Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

             SIGNATURES                                  TITLE                        DATE
             ----------                                  -----                        ----
        /s/ SHELDON D. ASHER               President and Chief Executive
------------------------------------         Officer and Director (PRINCIPAL     April 19, 2000
          Sheldon D. Asher                   EXECUTIVE OFFICER)

      /s/ ROBERT Y. NEWELL, IV             Vice President and Chief Financial
------------------------------------         Officer (PRINCIPAL FINANCIAL AND    April 19, 2000
        Robert Y. Newell, IV                 ACCOUNTING OFFICER)

        /s/ RANDALL A. LIPPS
------------------------------------       Chairman of the Board and Director    April 19, 2000
          Randall A. Lipps

        /s/ GORDON V. CLEMONS
------------------------------------       Director                              April 19, 2000
          Gordon V. Clemons

    /s/ CHRISTOPHER J. DUNN, M.D.
------------------------------------       Director                              April 19, 2000
      Christopher J. Dunn, M.D.

II-6


             SIGNATURES                                  TITLE                        DATE
             ----------                                  -----                        ----
      /s/ FREDERICK J. DOTZLER
------------------------------------       Director                              April 19, 2000
        Frederick J. Dotzler

         /s/ RANDALL A. HACK
------------------------------------       Director                              April 19, 2000
           Randall A. Hack

      /s/ BENJAMIN A. HOROWITZ
------------------------------------       Director                              April 19, 2000
        Benjamin A. Horowitz

         /s/ KEVIN L. ROBERG
------------------------------------       Director                              April 19, 2000
           Kevin L. Roberg

       /s/ JOHN D. STOBO, JR.
------------------------------------       Director                              April 19, 2000
         John D. Stobo, Jr.

     /s/ WILLIAM H. YOUNGER, JR.
------------------------------------       Director                              April 19, 2000
       William H. Younger, Jr.

II-7


EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION OF DOCUMENT
-------    ------------------------------------------------------------
 1.1*      Form of Underwriting Agreement.

 3.1       Amended and Restated Articles of Incorporation of
           Omnicell.com.

 3.2       Certificate of Amendment of Amended and Restated Articles of
           Incorporation of Omnicell.com.

 3.3       Certificate of Incorporation of Omnicell.com to be effective
           upon reincorporation in Delaware.

 3.4       Amended and Restated Certificate of Incorporation of
           Omnicell.com to be filed following the closing of the
           offering.

 3.5       Bylaws of Omnicell.com.

 3.6       Bylaws of Omnicell.com to be effective upon reincorporation
           in Delaware.

 4.1*      Form of Common Stock Certificate.

 4.2       Amended and Restated Investor Rights Agreement dated
           January 20, 2000.

 4.3       Warrant Agreement, dated September 30, 1993, between
           Omnicell.com and Comdisco, Inc.

 4.4       Warrant Agreement, dated January 23, 1995, between
           Omnicell.com and Comdisco, Inc.

 4.5       Warrant Agreement, dated July 7, 1995, between Omnicell.com
           and Comdisco, Inc.

 4.6       Warrant Agreement, dated September 29, 1995, between
           Omnicell.com and Comdisco, Inc.

 4.7       Convertible Promissory Note, dated October 1, 1999.

 5.1*      Opinion of Cooley Godward LLP, counsel to Omnicell.com.

10.1       Real Property Lease, dated September 24, 1999, between W.F.
           Baton & Co., Inc. and Omnicell.com, as amended.

10.2       Real Property Lease, effective July 1, 1999, between
           Omnicell.com and Amli Commercial Properties Limited
           Partnership.

10.3       Real Property Lease, dated April 3, 1996, between O'Donnell
           Palo Alto Associates and Omnicell.com.

10.4       Real Property Lease, dated March 25, 1994, between W.F.
           Batton & Co., Inc. and Omnicell.com, as amended.

10.5       Master Assignment Agreement and Master Sales Agreement,
           dated September 29, 1994, between Americorp Financial, Inc.
           and Omnicell.com, as amended.

10.6       Group Purchasing Agreement, effective June 1, 1997, between
           Premier Purchasing Partners, L.P., and Omnicell.com.

10.7       Letter Agreement, dated June 27, 1997, between the
           University Health System Consortium Services Corporation and
           Omnicell.com.

10.8       Federal Supply Schedule Contract No. V797P-3406k, effective
           August 7, 1997, between the Department of Veterans Affairs
           and Omnicell.com.

10.9       Asset Purchase Agreement dated December 18, 1998, between
           Omnicell.com and Baxter Healthcare Corporation, as amended.

10.10      Loan and Security Agreement and Standby Facility Agreement,
           dated January 27, 2000, between Silicon Valley bank and
           Omnicell.com.

10.11**    Vertical Hosted License Agreement, dated August 21, 1999,
           between Omnicell.com and Commerce One, as amended.


EXHIBIT
NUMBER                       DESCRIPTION OF DOCUMENT
-------    ------------------------------------------------------------
10.12      Form of Director and Officer Indemnification Agreement.

10.13      1992 Equity Incentive Plan, as amended.

10.14      1995 Management Stock Option Plan.

10.15      1997 Employee Stock Purchase Plan, as amended.

10.16      1999 Equity Incentive Plan, as amended.

10.17      Program Agreement, dated June 7, 1999, between General
           Electric Company and Omnicell.com.

10.18      Employment Agreement, dated December 13, 1993, between
           Omnicell.com and Sheldon D. Asher.

10.19**    Strategic Alliance Agreement, dated April 17, 2000, between
           Omnicell.com and PricewaterhouseCoopers LLP.

21.1       Subsidiaries of Omnicell.com

23.1       Consent of Ernst & Young LLP, independent auditors.

23.2*      Consent of Cooley Godward LLP. Reference is made to
           Exhibit 5.1.

24.1       Powers of Attorney. Reference is made to Page II-5.

27.1       Financial Data Schedule.


* To be filed by amendment.

** Confidential treatment requested.


AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

OMNICELL.COM

Randall Lipps and Robert J. Brigham certify that:

1. They are the Chairman of the Board and Assistant Secretary, respectively, of OmniCell.com, a California corporation.

2. The Articles of Incorporation of the Corporation are amended and restated in full to read as follows:

"I

The name of the Corporation is OmniCell.com.

II

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The Corporation is authorized to issue two classes of shares to be designated respectively Common Stock and Preferred Stock. The total number of shares of Common Stock the Corporation shall have authority to issue is 35,000,000 and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 18,500,000. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and, subject to the rights of existing shareholders set forth in Article IV, Section 6, to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series (subject to the provisions of
Section 6 of Article IV hereof).

The Common Stock shall be divided into two series, to be designated, respectively, Class A Voting Common Stock, consisting of 32,500,000 shares ("Class A Common"), and Class B Non-voting Common Stock, consisting of 2,500,000 shares ("Class B Common").


The first series of Preferred Stock shall be designated Series A Preferred Stock ("Series A Preferred") and shall consist of 480,000 shares. The second series of Preferred Stock shall be designated Series B Preferred Stock ("Series B Preferred") and shall consist of 320,666 shares. The third series of Preferred Stock shall be designated Series C Preferred Stock ("Series C Preferred") and shall consist of 1,700,000 shares. The fourth series of Preferred Stock shall be designated Series D Preferred Stock ("Series D Preferred") and shall consist of 1,328,000 shares. The fifth series of Preferred Stock shall be designated Series E Preferred Stock ("Series E Preferred") and shall consist of 1,966,000 shares. The sixth series of Preferred Stock shall be designated Series F Preferred Stock ("Series F Preferred") and shall consist of 2,000,000 shares. The seventh series of Preferred Stock shall be designated Series G Preferred Stock ("Series G Preferred") and shall consist of 1,000,000 shares. The eighth series of Preferred Stock shall be designated Series H Preferred Stock ("Series H Preferred") and shall consist of 4,000,000 shares. The ninth series of Preferred Stock shall be designated Series J Preferred Stock ("Series J Preferred") and shall consist of 1,802,000 shares. The tenth series of Preferred Stock shall be designated Series K Preferred Stock ("Series K Preferred") and shall consist of 2,105,263 shares. The Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E Preferred, the Series F Preferred, Series G Preferred, Series H Preferred, Series J Preferred and Series K Preferred shall be referred to as the "Preferred."

IV

The relative rights, preferences, privileges and restrictions granted to or imposed on the respective classes of the shares of capital stock or the holders thereof are as follows:

1. DIVIDENDS.

(a) The holders of the Series J Preferred shall be entitled to receive in any fiscal year, when and as declared by the Board of Directors, out of any assets legally available therefore, dividends in cash at an annual rate of $1.12 per share (as adjusted for any stock dividends, combinations, consolidations or splits with respect to such shares). The right to such dividends shall not be cumulative and no right shall accrue to holders of Series J Preferred by reason of the fact that dividends on such shares were not declared in any prior year, nor shall any undeclared dividends bear or accrue interest. Such dividends shall be prior and in preference to any declaration or payment of any dividend, (payable other than in common stock) on the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred, or Common Stock. No dividend may be paid on the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E Preferred, the Series F Preferred, the Series G Preferred, the Series H Preferred, Series K Preferred or the Common Stock unless and until any and all dividends have been paid to the Series J Preferred.

(b) After payment of all required dividends required to the holders of Series J Preferred, the holders of outstanding Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, and Series K Preferred shall be entitled to receive in any fiscal year, when and as


declared by the Board of Directors, out of any assets at the time legally available therefor, dividends in cash at an annual rate of $0.02 per share of Series A Preferred, $0.03 per share of Series B Preferred, $0.048 per share of Series C Preferred, $0.085 per share of Series D Preferred, $0.265 per share of Series E Preferred, $0.49 per share of Series F Preferred, $0.49 per share of Series G Preferred, $0.29 per share of Series H Preferred, and $0.76 per share of Series K Preferred (as adjusted for any stock dividends, combinations, consolidations or splits with respect to such shares). Such dividends may be payable quarterly or otherwise as the Board of Directors may from time to time determine. The right to such dividends shall not be cumulative and no right shall accrue to holders of such Preferred by reason of the fact that dividends on such shares were not declared in any prior year, nor shall any undeclared dividends bear or accrue interest.

(c) Any partial payment of such dividends to the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred and Series K Preferred shall be made in proportion to the amount each such holder would be entitled to receive as set forth above if such amounts were paid in full. Dividends other than dividends payable solely in Common Stock may be declared or paid upon shares of Common Stock in any fiscal year of the Corporation only if dividends at the annual rates set forth above shall have been paid or declared and set apart upon all shares of Preferred for such fiscal year. No dividend shall be declared or paid with respect to the Common Stock unless at the same time an equivalent dividend is declared or paid with respect to the Preferred on an as-if-converted to Common Stock basis. Any declared but unpaid dividends on the Preferred shall be paid upon the conversion of such shares into Common Stock either (at the option of the Corporation) by payment of cash or by the issuance of additional shares of Common Stock based upon the fair market value of the Common Stock at the time of conversion, as determined by the Board of Directors. No dividend payable in Common Stock shall be declared or paid with respect to any series of Preferred unless at the same time a similar dividend is declared or paid to all series of Preferred on an as-if-converted to Common Stock basis, such that the holders of no series of Preferred shall hold a greater proportion of the Corporation's Common Stock following such dividend (on an as-if converted basis) than immediately prior to such dividend.

2. LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, distributions to the shareholders of the Corporation shall be made in the following manner:

(a) Holders of the Series J Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred or Common Stock by reason of their ownership thereof, the amount of $14.03274 per share (as adjusted for any stock dividends, combinations, consolidations or splits with respect to such shares), plus all accrued or declared but unpaid dividends on such share for each share of Series J Preferred then held by them. If the assets and funds thus distributed among the holders of Series J Preferred shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of Series J Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive.


(b) Subject to the payment in full of the liquidation preferences with respect to the Series J Preferred as provided in Section 2(a) above, the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred and Series K Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership of such stock, the amount of $0.25 per share for each share of Series A Preferred then held by them, $0.375 per share for each share of Series B Preferred then held by them, $0.60 per share for each share of Series C Preferred then held by them, $1.085 per share for each share of Series D Preferred then held by them, $3.30 per share of Series E Preferred then held by them, $6.15 per share of Series F Preferred then held by them, $6.15 per share of Series G Preferred then held by them, $3.68 per share of Series H Preferred then held by them, and, for the holders of Series K Preferred, the greater of
(i) $9.50 per share of Series K Preferred then held by them and (ii) the amount per share of Series K Preferred they would have received if they had converted their Series K Preferred into Common Stock immediately prior to the liquidation, adjusted for any stock dividends, combinations, consolidations, or splits with respect to such shares and, in addition, an amount equal to all declared but unpaid dividends on the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred and Series K Preferred. If the assets and funds thus distributed among the holders of Preferred shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the Corporation remaining after payment in full of the liquidation preference set forth in Section 2(a) and legally available for distribution shall be distributed among the holders of Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive. After payment has been made to the holders of Preferred of the full amounts to which they shall be entitled as aforesaid, the holders of the Common Stock shall be entitled to receive ratably on a per-share basis all the remaining assets.

(c) For purposes of this Section 2, a merger or consolidation of the Corporation with or into any other corporation or corporations, or the merger of any other corporation or corporations into the Corporation, in which the shareholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a result of such consolidation or merger, any transaction or series of related transactions to which the Company is a party in which excess of fifty percent (50%) of the Company's voting power is transferred, or a sale of all or substantially all of the assets of the Corporation (collectively, a "Change in Control"), shall be treated as a liquidation, dissolution or winding up of the Corporation.

Any securities to be delivered to the holders of the Preferred pursuant to this subsection (c) shall be valued as follows:

(i) Securities not subject to investment letter or other similar restrictions on free marketability:


(A) If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the closing;

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing; and

(C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Corporation.

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in (i)(A),(B) or (C) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors of the Corporation.

The Corporation shall give each holder of record of shares of Preferred written notice of an impending transaction described in this subsection 2(c) not later than twenty (20) days prior to the shareholders meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this section 2(c) and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of shares of Preferred Stock which is entitled to such notice rights or similar notice rights and which represents at least a majority of the voting power of all then outstanding shares of such shares of Preferred Stock.

(d) As authorized by Section 402.5(c) of the California Corporations Code, the provisions of Sections 502 and 503 of the California Corporations Code shall not apply with respect to repurchase by the Corporation of shares of Common Stock issued to or held by employees or consultants of the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreement providing for the right of said repurchase.

3. VOTING RIGHTS.

(a) Except as otherwise required by law or by Section 3(b) hereof, the holder of each share of Common Stock issued and outstanding shall have one vote and each holder of shares of Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Preferred could be converted at the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such


votes to be counted together with all other shares of stock of the Corporation having general voting power and not separately as a class except as otherwise provided herein or by law. Fractional votes by the holders of Preferred shall not, however, be permitted and any fractional voting rights shall (after aggregating all shares into which shares of the Preferred held by each holder could be converted) be rounded to the nearest whole number. Holders of Common Stock and the Preferred shall be entitled to notice of any shareholders' meeting in accordance with the Bylaws of the Corporation.

(b) Notwithstanding Section 3(a) above, the Class B Common shall not have any voting rights except as required by law.

(c) At each annual or special meeting called for the purpose of electing directors, the holders of Series E Preferred, voting together as a class, shall be entitled to elect one (1) director of the Corporation, the holders of Series H Preferred, voting together as a class, shall be entitled to elect one (1) director of the Corporation and the holders of Series K Preferred, voting together as a class, shall be entitled to elect one (1) director of the Corporation. Subject to the restrictions of Section 3(b) above, all remaining directors shall be elected by the holders of the Common Stock and the Preferred Stock (on an as-converted basis) voting together as a single class. In the case of a vacancy in the office of director elected by the holders of (i) Series E Preferred, (ii) Series H Preferred, or (iii) Series K Preferred, a successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of the majority of the shares of such holders of (i) Series E Preferred, (ii) Series H Preferred, or (iii) Series K Preferred, respectively. In the case of any vacancies in the office of the remaining directors elected by holders of the Common Stock and the Preferred Stock (on an as-converted basis), voting together as a class, any successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of the majority of the shares of such holders of Common and Preferred Stock. Subject to Section 303 of the California Corporations Code, any director who shall have been elected by holders of (i) Series E Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv) Common Stock and Preferred Stock, may be removed during the aforesaid term of office, either for or without cause by, and only by, the affirmative vote of the holders of a majority of (i) Series E Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv) Common Stock and Preferred Stock, respectively, given at a special meeting of the shareholders duly called or by an action by written consent for that purpose, and any such vacancy thereby created may be filled by the vote of the holders of a majority of (i) Series E Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv) Common Stock and Preferred Stock, respectively, at such meeting or in such consent.

4. CONVERSION. The holders of the Preferred have conversion rights as follows (the "Conversion Rights"):

(a) RIGHT TO CONVERT. Each share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series J Preferred and Series K Preferred shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred, into such number of fully paid and


nonassessable shares of Class A Common as is determined by dividing the Conversion Price for such series of Preferred (determined as hereinafter provided) in effect at the time of the conversion into the "Conversion Value" per share of such series of Preferred. The number of shares of Class A Common into which each series of Preferred is convertible is hereinafter referred to as the "Conversion Rate" for such series. The Conversion Price per share of (i) Series A Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375,
(iii) Series C Preferred shall be $0.60, (iv) Series D Preferred shall be $1.085, (v) Series E Preferred shall be $3.30, (vi) Series F Preferred shall be $5.555874, (vii) Series G Preferred shall be $6.15, (viii) Series H Preferred shall be $3.68, (ix) Series J Preferred shall be $14.03274, and (x) Series K Preferred shall be $9.50. The Conversion Value per share of (i) Series A Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375, (iii) Series C Preferred shall be $0.60, (iv) Series D Preferred shall be $1.085, (v) Series E Preferred shall be $3.30, (vi) Series F Preferred shall be $6.15, (vii) Series G Preferred shall be $6.15, (viii) Series H Preferred shall be $3.68, (ix) Series J Preferred shall be $14.03274, and (x) Series K Preferred shall be $9.50. The Conversion Price for each series of Preferred shall be subject to adjustment as hereinafter provided.

(b) AUTOMATIC CONVERSION. Each share of Preferred shall automatically be converted into shares of Class A Common at the then effective Conversion Price upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public (an "Initial Public Offering") at a price per share (prior to deduction of underwriter commissions and offering expenses) of not less than $7.36 per share (appropriately adjusted for any stock dividends, stock splits, combinations, recapitalizations or similar events) and an aggregate offering price to the public of not less than $10,000,000 (prior to deduction of underwriter commissions and offering expenses).

(c) MECHANICS OF CONVERSION. No fractional shares of Common Stock shall be issued upon conversion of shares of Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Preferred shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to Section 4(b), the outstanding shares of Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and provided further that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with the theft, loss or destruction of such certificates. The Corporation shall, as soon as practicable after delivery of such certificates, or such agreement and indemnification in the


case of a lost certificate, issue and deliver at such office to such holder of Preferred, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred to be converted, or in the case of automatic conversion on the date of closing of the offering, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

(d) ADJUSTMENTS TO CONVERSION PRICE FOR DILUTIVE ISSUES.

(i) SPECIAL DEFINITIONS. For purposes of this Section
4(d), the following definitions shall apply:

(1) "OPTIONS" shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire either Common Stock or Convertible Securities.

(2) "ORIGINAL ISSUE DATE" shall mean June 11, 1996.

(3) "CONVERTIBLE SECURITIES" shall mean any evidences of indebtedness, shares (other than the Common Stock) or other securities convertible into or exchangeable for Common Stock.

(4) "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of Common Stock issued (or, pursuant to Section 4(d)(ii), deemed to be issued) by the Corporation after the Original Issue Date, other than shares of Common Stock issued or issuable at any time:

(A) upon conversion of the shares of Preferred authorized herein;

(B) (i) to officers, directors, and employees of, and consultants to, the Corporation to be designated pursuant to plans and arrangements approved by the Board of Directors; and (ii) to lending or leasing institutions approved by the Board of Directors, provided that the aggregate of (i) and (ii) do not exceed more that 4,058,821 shares (net of shares repurchased and Options expiring unexercised), appropriately adjusted for stock splits, combinations, stock dividends, recapitalizations, or similar events (provided that any shares repurchased by the Corporation from employees, officers, directors and consultants pursuant to the terms of stock repurchase agreements approved by the Board of Directors, or Options which terminate unexercised, shall not, unless reissued, be counted as issued for purposes of this calculation);

(C) as a dividend or distribution on Preferred or any event for which adjustment is made pursuant to Section 4(e) hereof;


(D) by way of dividend or other distribution on shares of Common Stock excluded from the definition of Additional Shares of Common Stock by the foregoing clauses (A), (B), or (C).

(ii) DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON STOCK. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time and without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 4(d)(iv) hereof) of such Additional Shares of Common Stock would be less than the Conversion Price for such series in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(1) no further adjustment in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, or in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

(3) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if,

(A) in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common Stock issued were shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration


actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange, and

(B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Corporation upon the issue of the Convertible Securities with respect to which such Options were actually exercised;

(4) no readjustment pursuant to clause (2) or (3) above shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price on the original adjustment date, or (ii) the Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; and

(5) in the case of any Options which expire by their terms not more than 90 days after the date of issue thereof, no adjustment of the Conversion Price shall be made until the expiration or exercise of all such Options.

(iii) ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.

(1) SERIES E PREFERRED, SERIES F PREFERRED AND SERIES H PREFERRED, SERIES J PREFERRED AND SERIES K PREFERRED.
In the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to
Section 4(d)(ii)) after the Original Issue Date without consideration or for consideration per share less than the Conversion Price for (i) the Series E Preferred, (ii) the Series F Preferred, (iii) the Series H Preferred, (iv) the Series J Preferred, and/or (v) Series K Preferred, in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price for the (i) Series E Preferred, (ii) Series F Preferred,
(iii) Series H Preferred, (iv) Series J Preferred, and/or (v) Series K Preferred, if the applicable consideration per share is less than the Conversion Price then in effect for such series of Series Preferred, shall be reduced, concurrently with such issue, to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including all shares of Common Stock issuable upon conversion of the outstanding shares of Preferred and all shares of Common Stock reserved for future issuance by the Board of Directors of the Corporation) plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock outstanding immediately


prior to such issue (including all shares of Common Stock issuable upon conversion of the outstanding shares of Preferred and all shares of Common Stock reserved for future issuance by the Board of Directors of the Corporation) plus the number of such Additional Shares of Common Stock so issued. In the event the Conversion Price for the Series K Preferred shall be adjusted as a result of this Section 4(d)(iii), the Minimum Price (as defined below) shall also be adjusted by the same fraction used to adjust the Conversion Price for the Series K Preferred.

(2) SERIES G PREFERRED. In the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4(d)(ii)) after the Original Issue Date and on or prior to September 30, 1995 (the "Trigger Date"), without consideration or for consideration per share less than the Conversion Price for the Series G Preferred in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price for the Series G Preferred shall be reduced, concurrently with such issue, to a price equal to the amount of consideration received by the Corporation per share in such issuance. In the event this Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4(d)(ii)) after the Trigger Date without consideration or for consideration per share less than the Conversion Price of the Series G Preferred in effect on the date of and immediately prior to such issue, then in such event, the Conversion Price of Series G Preferred shall be reduced, concurrently with such issue, to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including all shares of Common Stock issuable upon conversion of the outstanding Preferred Stock and all shares of Common Stock received for future issuance by the Board of Directors of the Corporation) plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including all shares of Common Stock issuable upon conversion of the outstanding Preferred Stock and all shares of Common Stock reserved for future issuance by the Board of Directors of the Corporation) plus the number of such Additional Shares of Common Stock so issued.

(3) SERIES J PREFERRED. In the event the Corporation shall undertake an Initial Public Offering at certain per share prices set forth below (appropriately adjusted for any stock dividends, stock splits, combinations, recapitalizations or similar events), the Series J Preferred will undergo a Conversion Price adjustment. If the price per share to the public in the Initial Public Offering is equal to or less than $11.22 and higher than $9.82, the Conversion Price will be adjusted to $12.38345 per share. If the price per share to the public in the Initial Public Offering is equal to or less than $9.82 and higher than $8.42, the Conversion Price will be adjusted to $11.69611 per share. If the price per share to the public in the Initial Public Offering is equal to or less than $8.42 and higher than $7.02, the Conversion Price will be adjusted to $11.07622 per share. If the price per share to the public in the Initial Public Offering is equal to or less than $7.02, the Conversion Price will be adjusted to $10.52310 per share.


(4) SERIES K PREFERRED. In the event of (i) an Initial Public Offering, (ii) a liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary or (iii) a Change of Control (collectively, a "Liquidity Event"), during the time periods and at the per share prices set forth below (appropriately adjusted for any stock dividends, stock splits, combinations, recapitalizations or similar events), the Series K Preferred will undergo a Conversion Price adjustment. If the price per share (on an if-as-converted to Common Stock basis) in the Liquidity Event (the "Liquidity Price") is less than $21.11 per share, and the Liquidity Event occurs prior to the first anniversary of the first issuance date of the Series K Preferred (the "Series K Issuance Date"), the Conversion Price for the Series K Preferred will be adjusted to forty-five percent (45%) of the Liquidity Price. If the Liquidity Price is less than $27.14 per share and the Liquidity Event occurs after the first anniversary and prior to the second anniversary of the Series K Issuance Date, the Conversion Price will be adjusted to thirty-five percent (35%) of the Liquidity Price. If the Liquidity Price is less than $38.00 per share and the Liquidity Event occurs after the second anniversary of the Series K Issuance Date, the Conversion Price will be adjusted to twenty-five percent (25%) of the Liquidity Price. Notwithstanding the foregoing, in no event shall the minimum Conversion price per share of the Series K Preferred be adjusted below $5.00 per share (appropriately adjusted under Section 4(d)(iii)(1) and for any stock dividends, stock splits, combinations, recapitalizations or similar events) (the "Minimum Price").

(iv) DETERMINATION OF CONSIDERATION. For purposes of this Section 4(d), the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(1) CASH AND PROPERTY. Such consideration shall:

(A) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation excluding amounts paid or payable for accrued interest or accrued dividends;

(B) insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board irrespective of any accounting treatment; and

(C) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board.

(2) OPTIONS AND CONVERTIBLE SECURITIES. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section 4(d)(ii), relating to Options and Convertible Securities, shall be determined by dividing


(x) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by

(y) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(e) ADJUSTMENTS TO CONVERSION PRICE.

(i) ADJUSTMENTS FOR STOCK DIVIDENDS, SUBDIVISIONS, COMBINATIONS OR CONSOLIDATION OF COMMON STOCK. In the event the outstanding shares of Common Stock shall be, after the Original Issue Date, subdivided (by stock split or otherwise) into a greater number of shares of Common Stock, or the Corporation shall declare or pay any dividend on the Common Stock payable in Common Stock, the Conversion Price for each series then in effect shall, concurrently with the effectiveness of such subdivision or stock dividend, be proportionately decreased based on the ratio of (i) the number of shares of Common Stock outstanding immediately prior to such subdivision or stock dividend to (ii) the number of shares of Common Stock outstanding immediately after such subdivision or stock dividend. In the event the outstanding shares of Common Stock shall, after the Original Issue Date, be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Conversion Price for each series then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased on the same basis as set forth above.

(ii) ADJUSTMENTS FOR OTHER DISTRIBUTIONS. In the event the Corporation at any time or from time to time, after the Original Issue Date, makes, or fixes a record date for the determination of holders of Common Stock entitled to receive any distribution payable in securities of the Corporation other than shares of Common Stock and other than as otherwise adjusted in this Section 4 or as otherwise provided in Section 2, then and in each such event provision shall be made so that the holders of Preferred shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Corporation which they would have received had their shares of Preferred been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this
Section 4 with respect to the rights of the holders of the Preferred.


(iii) ADJUSTMENTS FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If the Common Stock issuable upon conversion of shares of Preferred shall, after the Original Issue Date, be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), the Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the shares of Preferred shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Preferred immediately before that change.

(f) NO IMPAIRMENT. Except as permitted by Section 6, the Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred against impairment, including setting aside and reserving for future issuance upon conversion of the outstanding shares of Preferred the number of shares of Common Stock issuable upon such conversion.

(g) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each adjustment or readjustment of the Conversion Price for a series of Preferred pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of such series of Preferred a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of such series of Preferred, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price in effect at the time for such series, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such series of Preferred.

(h) NOTICES OF RECORD DATE. In the event that the Corporation shall propose at any time:

(i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;

(ii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or any other similar rights;


(iii) to effect any reclassification or recapitalization of its Common Stock outstanding which results in a change in the Common Stock; or

(iv) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up;

Then, in connection with each such event, the Corporation shall send to the holders of the Preferred:

(1) at least 20 days' prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote on the matters referred to in (iii) and (iv) above; and

(2) in the case of the matters referred to in (iii) and (iv) above, at least 20 days' prior written notice of the date when the same shall take place and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier.

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Preferred at the address for each such holder as shown on the books of the Corporation.

5. REDEMPTION OF SERIES J PREFERRED.

(a) At the option of the holder thereof to be exercised not less than sixty (60) days prior to the date of first redemption, the Corporation shall redeem, from any source of funds legally available therefor, the Series J Preferred in ten equal quarterly installments beginning not earlier than December 31, 1998, and continuing thereafter on the same day of the month, on a quarterly basis, (each a "Series J Redemption Date") until the remaining Series J Preferred outstanding shall be redeemed. The Corporation shall effect such redemptions on the applicable Series J Preferred Redemption by paying in cash in exchange for the shares of Series J Preferred to be redeemed a sum equal to $14.03274 per share of Series J Preferred (as adjusted for any stock dividends, combinations or splits or other adjustments pursuant to Section 4 with respect to such shares) plus all declared but unpaid dividends on such shares (the "Series J Redemption Price").

(b) The Corporation shall also pay interest on the outstanding balance due with respect to the Series J Redemption Price, to begin accruing on the first Series J Redemption Date, at 9 1/2% per annum and to be payable with each subsequent installment ("Series J Interest Payment"). The Series J Interest Payment for each quarter shall be calculated as the number of Series J Preferred then outstanding times the Series J Redemption Price times 1/4 times .095.


(c) At least 10 but not more than 20 days prior to each Series J Redemption Date written notice shall be mailed, first class postage prepaid, to the holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Series J Preferred to be redeemed, at the address last shown on the records of the Corporation for such holder, notifying such holder of the redemption to be effected, specifying the number of shares to be redeemed from such holder, the Series J Redemption Date, the Series J Redemption Price, the place at which payment may be obtained and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, his certificate or certificates representing the shares to be redeemed (the "Redemption Notice"). On or after the Redemption Date, such holder shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Series J Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall promptly be issued representing the unredeemed shares.

(d) From and after the Series J Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holder of shares of Series J Preferred designated for redemption in the Redemption Notice as holder of Series J Preferred shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series J Preferred on any Redemption Date are insufficient to redeem the total number of shares of Series J Preferred to be redeemed on such date and pay the Series J Redemption Price, those funds which are legally available will be used to redeem the maximum possible number of such shares to be redeemed. The shares of Series J Preferred not redeemed shall remain outstanding and shall be entitled to all the rights and preferences provided herein. The Series J Redemption Prices to the extent not paid when due shall accrue interest in accordance with the terms hereof every quarter until paid. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series J Preferred such funds will immediately be used to redeem the balance of the shares which the Corporation has become obliged to redeem on any Redemption Date, but which it has not redeemed, and pay any amounts owed for Series J Redemption Prices and Interest Payments.

(e) On or prior to each Redemption Date, the Corporation shall deposit the Series J Preferred Redemption Price of all shares of Series J Preferred designated for redemption in the Redemption Notice and not yet redeemed plus the Series J Interest Payment due with respect thereto or so much thereof as is then legally available in accordance with Section 5(d), with a bank or trust corporation having aggregate capital and surplus in excess of $100,000,000 as a trust fund for the benefit of the holder of the shares designated for redemption and not yet redeemed, with irrevocable instructions and authority to the bank or trust corporation to pay the Series J Redemption Price for such shares to their respective holders on or after the Redemption Date upon receipt of notification from the Corporation that such holder has surrendered his share certificate to the Corporation pursuant to Section (c) above. For each


Series J Redemption Date, unless otherwise provided in Section 5(d) above, the deposit shall constitute full payment of the shares to their holders, and from and after Series J Redemption Date the shares so called for redemption shall be redeemed and shall be deemed to be no longer outstanding, and the holder thereof shall cease to be shareholder with respect thereto except the rights to receive from the bank or trust corporation payment of the Series J Redemption Price of the shares, without interest, upon surrender of their certificates therefor. Such instructions shall also provide that any moneys deposited by the Corporation pursuant to this Section 5(e) for the redemption of shares thereafter converted into shares of the Corporation's Common Stock hereof prior to the Redemption Date shall be returned to the Corporation forthwith upon such conversion. The balance of any moneys deposited by the Corporation pursuant to this Section 5(e) remaining unclaimed at the expiration of two (2) years following each Series J Redemption Date shall thereafter be returned to the Corporation upon its request expressed in a resolution of its Board of Directors.

6. COVENANTS. In addition to any other rights provided by law, so long as any shares of Preferred shall be outstanding, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of not less than a majority of the outstanding shares of a series of Preferred:

(a) amend or repeal any provision of, or add any provision to, the Corporation's Articles of Incorporation if such action would materially and adversely directly alter or change the preferences, rights, or privileges of such series of Preferred;

(b) increase or decrease the authorized number of shares of such series of Preferred;

(c) authorize, issue, or enter into any agreement providing for the issuance of any capital stock or other equity security which is senior to such series of Preferred with respect to the payment of dividends, redemption, or distribution upon liquidation; or

(d) redeem, purchase, or otherwise acquire any of the Corporation's capital stock or other equity securities other than (i) shares of Common Stock repurchased at cost from terminated employees or consultants pursuant to contractual arrangements, or (ii) shares of Preferred redeemed pursuant to the terms of the Articles of Incorporation of the Corporation.

In addition to any other rights provided by law, so long as any shares of Preferred shall be outstanding, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Preferred, voting together as a single class (including the Series J Preferred):

(a) sell or convey all or substantially all of its property or business or merge into or consolidate with any other corporation if immediately after such merger or consolidation the shareholders of the Corporation shall hold less than 50% of the voting power of the surviving corporation; or


(b) liquidate, dissolve, or effect a recapitalization or reorganization of the Corporation.

V

The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The Corporation is also authorized, to the fullest extent permissible under California law, to indemnify its agents (as defined in Section 317 of the California Corporations Code), whether by bylaw, agreement or otherwise, for breach of duty to the Corporation and its shareholders in excess of that expressly permitted by Section 317 and to advance defense expenses to its agents in connection with such matters as they are incurred. If, after the effective date of this Article, California law is amended in a manner which permits a corporation to limit the monetary or other liability of its directors or to authorize indemnification of, or advancement of such defense expenses to, its directors or other persons, in any such case to a greater extent than is permitted on such effective date, the references in this Article to "California law" shall to that extent be deemed to refer to California law as so amended."

3. The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with
Section 902 and Section 903 of the Corporations Code.

5. The total number of outstanding shares of Common Stock of the Corporation is 2,605,135, and the total number of outstanding shares of (i) Series A Preferred is 480,000, (ii) Series B Preferred is 320,666, (iii) Series C Preferred is 1,700,000, (iv) Series D Preferred is 1,309,484, (v) Series E Preferred is 1,965,262, (vi) Series F Preferred is 1,948,090, (vii) Series G Preferred is zero, (viii) Series H Preferred is 3,804,346 (ix) Series I Preferred Stock is zero and (x) Series J Preferred is 1,081,200. The number of shares voting in favor of Amendment and Restatement equaled or exceeded the vote required. The percentage vote required was (i) more than 50% of the Common Stock voting as a class and (ii) more than 50% of the Preferred Stock voting together as a class."


We further declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of our own knowledge.

Executed at Palo Alto, California, this 5th day of January 2000.

By: /s/ Randall Lipps
   -------------------------------------
         Randall Lipps
         Chairman of the Board

By:
Robert J. Brigham Assistant Secretary

We further declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of our own knowledge.

Executed at Palo Alto, California, this 5th day of January 2000.

By:

Randall Lipps Chairman of the Board

By:   /s/ Robert J. Brigham
   -------------------------------------
         Robert J. Brigham


         Assistant Secretary


CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

OMNICELL.COM

Randall Lipps and Robert J. Brigham certify that:

1. They are the Chairman of the Board and Assistant Secretary, respectively, of OMNICELL.COM, a California corporation.

2. Article III of the Amended and Restated Articles of Incorporation of this corporation is amended to read in full as follows:

"III

The Corporation is authorized to issue two classes of shares to be designated respectively Common Stock and Preferred Stock. The total number of shares of Common Stock the Corporation shall have authority to issue is 35,000,000 and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 18,500,000. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and, subject to the rights of existing shareholders set forth in Article IV, Section 6, to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series (subject to the provisions of Section 6 of Article IV hereof).

The Common Stock shall be divided into two series, to be designated, respectively, Class A Voting Common Stock, consisting of 32,500,000 shares ("Class A Common"), and Class B Non-voting Common Stock, consisting of 2,500,000 shares ("Class B Common").

The first series of Preferred Stock shall be designated Series A Preferred Stock ("Series A Preferred") and shall consist of 480,000 shares. The second series of Preferred Stock shall be designated Series B Preferred Stock ("Series B Preferred") and shall consist of 320,666 shares. The third series of Preferred Stock shall be designated Series C Preferred Stock ("Series C Preferred") and shall consist of 1,700,000 shares. The fourth series of Preferred Stock shall be designated Series D Preferred Stock ("Series D Preferred") and shall consist of 1,328,000 shares. The fifth series of Preferred Stock shall be designated Series E Preferred Stock ("Series E Preferred") and shall consist of 1,966,000 shares. The sixth series of Preferred Stock shall be designated Series F Preferred Stock


("Series F Preferred") and shall consist of 2,000,000 shares. The seventh series of Preferred Stock shall be designated Series G Preferred Stock ("Series G Preferred") and shall consist of 1,000,000 shares. The eighth series of Preferred Stock shall be designated Series H Preferred Stock ("Series H Preferred") and shall consist of 4,000,000 shares. The ninth series of Preferred Stock shall be designated Series J Preferred Stock ("Series J Preferred") and shall consist of 1,802,000 shares. The tenth series of Preferred Stock shall be designated Series K Preferred Stock ("Series K Preferred") and shall consist of 3,157,895 shares. The Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E Preferred, the Series F Preferred, Series G Preferred, Series H Preferred, Series J Preferred and Series K Preferred shall be referred to as the "Preferred". "

3. The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing Amendment and Restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with
Section 902 and Section 903 of the Corporations Code.

5. The total number of outstanding shares of Common Stock of the Corporation is 2,605,135, and the total number of outstanding shares of (i) Series A Preferred is 480,000, (ii) Series B Preferred is 320,666, (iii) Series C Preferred is 1,700,000, (iv) Series D Preferred is 1,309,484, (v) Series E Preferred is 1,965,262, (vi) Series F Preferred is 1,948,090, (vii) Series G Preferred is zero, (viii) Series H Preferred is 3,804,346, (ix) Series I Preferred Stock is zero, (x) Series J Preferred is 1,081,200 and (xi) Series K Preferred is 2,105,263. The number of shares voting in favor of Amendment and Restatement equaled or exceeded the vote required. The percentage vote required was (i) more than 50% of the Common Stock voting as a class and (ii) more than 50% of the Preferred Stock voting together as a class."


We further declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of our own knowledge.

Executed at Palo Alto, California, this 3 day of MARCH 2000.

By:   /s/ Randall Lipps
   ---------------------------
         Randall Lipps
         Chairman of the Board

By:   /s/ Robert J. Brigham
   ---------------------------
         Robert J. Brigham
         Assistant Secretary


EXHIBIT 3.3

CERTIFICATE OF INCORPORATION OF

OMNICELL MERGER CORPORATION

The undersigned, a natural person (the "Sole Incorporator"), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

I.

The name of this corporation is Omnicell Merger Corporation.

II.

The address of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805, County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

III.

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

IV.

The Corporation is authorized to issue two classes of shares to be designated respectively Common Stock and Preferred Stock. The total number of shares of Common Stock the Corporation shall have authority to issue is 50,000,000, each having a par value of one-tenth of one cent ($.001) and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 18,500,000, each having a par value of one-tenth of one cent ($.001).

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and, subject to the rights of existing shareholders set forth in Article V, Section 6, to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series (subject to the provisions of Section 6 of Article V hereof).


The Common Stock shall be divided into two series, to be designated, respectively, Class A Voting Common Stock, consisting of 47,500,000 shares ("Class A Common"), and Class B Non-voting Common Stock, consisting of 2,500,000 shares ("Class B Common").

The first series of Preferred Stock shall be designated Series A Preferred Stock ("Series A Preferred") and shall consist of 480,000 shares. The second series of Preferred Stock shall be designated Series B Preferred Stock ("Series B Preferred") and shall consist of 320,666 shares. The third series of Preferred Stock shall be designated Series C Preferred Stock ("Series C Preferred") and shall consist of 1,700,000 shares. The fourth series of Preferred Stock shall be designated Series D Preferred Stock ("Series D Preferred") and shall consist of 1,328,000 shares. The fifth series of Preferred Stock shall be designated Series E Preferred Stock ("Series E Preferred") and shall consist of 1,966,000 shares. The sixth series of Preferred Stock shall be designated Series F Preferred Stock ("Series F Preferred") and shall consist of 2,000,000 shares. The seventh series of Preferred Stock shall be designated Series G Preferred Stock ("Series G Preferred") and shall consist of 1,000,000 shares. The eighth series of Preferred Stock shall be designated Series H Preferred Stock ("Series H Preferred") and shall consist of 4,000,000 shares. The ninth series of Preferred Stock shall be designated Series J Preferred Stock ("Series J Preferred") and shall consist of 1,802,000 shares. The tenth series of Preferred Stock shall be designated Series K Preferred Stock ("Series K Preferred") and shall consist of 3,157,895 shares. The eleventh series of Preferred Stock shall be designated Series L Preferred Stock ("Series L Preferred") and shall consist of 526,316 shares. The remaining 219,123 shares of Preferred Stock are not yet designated. The Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E Preferred, the Series F Preferred, Series G Preferred, Series H Preferred, Series J Preferred, Series K Preferred and Series L Preferred shall be referred to as the "Preferred."

V.

The relative rights, preferences, privileges and restrictions granted to or imposed on the respective classes of the shares of capital stock or the holders thereof are as follows:

1. DIVIDENDS.

(a) The holders of the Series J Preferred shall be entitled to receive in any fiscal year, when and as declared by the Board of Directors, out of any assets legally available therefore, dividends in cash at an annual rate of $1.12 per share (as adjusted for any stock dividends, combinations, consolidations or splits with respect to such shares). The right to such dividends shall not be cumulative and no right shall accrue to holders of Series J Preferred by reason of the fact that dividends on such shares were not declared in any prior year, nor shall any undeclared dividends bear or accrue interest. Such dividends shall be prior and in preference to any declaration or payment of any dividend, (payable other than in common stock) on the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred, Series L Preferred, or Common Stock. No dividend may be paid on the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E Preferred, the Series F Preferred, the Series G Preferred, the Series H Preferred, the Series K Preferred, the Series L Preferred or the Common Stock unless and until any and all dividends have been paid to the Series J Preferred.

2

(b) After payment of all required dividends required to the holders of Series J Preferred, the holders of outstanding Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred, and Series L Preferred shall be entitled to receive in any fiscal year, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, dividends in cash at an annual rate of $0.02 per share of Series A Preferred, $0.03 per share of Series B Preferred, $0.048 per share of Series C Preferred, $0.085 per share of Series D Preferred, $0.265 per share of Series E Preferred, $0.49 per share of Series F Preferred, $0.49 per share of Series G Preferred, $0.29 per share of Series H Preferred, $0.76 per share of Series K Preferred, and $0.76 per share of Series L Preferred (as adjusted for any stock dividends, combinations, consolidations or splits with respect to such shares). Such dividends may be payable quarterly or otherwise as the Board of Directors may from time to time determine. The right to such dividends shall not be cumulative and no right shall accrue to holders of such Preferred by reason of the fact that dividends on such shares were not declared in any prior year, nor shall any undeclared dividends bear or accrue interest.

(c) Any partial payment of such dividends to the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred and Series L Preferred shall be made in proportion to the amount each such holder would be entitled to receive as set forth above if such amounts were paid in full. Dividends other than dividends payable solely in Common Stock may be declared or paid upon shares of Common Stock in any fiscal year of the Corporation only if dividends at the annual rates set forth above shall have been paid or declared and set apart upon all shares of Preferred for such fiscal year. No dividend shall be declared or paid with respect to the Common Stock unless at the same time an equivalent dividend is declared or paid with respect to the Preferred on an as-if-converted to Common Stock basis. Any declared but unpaid dividends on the Preferred shall be paid upon the conversion of such shares into Common Stock either (at the option of the Corporation) by payment of cash or by the issuance of additional shares of Common Stock based upon the fair market value of the Common Stock at the time of conversion, as determined by the Board of Directors. No dividend payable in Common Stock shall be declared or paid with respect to any series of Preferred unless at the same time a similar dividend is declared or paid to all series of Preferred on an as-if-converted to Common Stock basis, such that the holders of no series of Preferred shall hold a greater proportion of the Corporation's Common Stock following such dividend (on an as-if converted basis) than immediately prior to such dividend.

2. LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, distributions to the shareholders of the Corporation shall be made in the following manner:

(a) Holders of the Series J Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred, Series L Preferred or Common Stock by reason of their ownership thereof, the amount of $14.03274 per share (as adjusted for any stock dividends, combinations, consolidations or splits with respect to such shares), plus all accrued or declared but unpaid dividends on such share for each share of Series J Preferred then held by them. If the assets and funds thus distributed among the holders of Series J Preferred shall be insufficient to permit the payment to such

3

holders of the full aforesaid preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of Series J Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive.

(b) Subject to the payment in full of the liquidation preferences with respect to the Series J Preferred as provided in Section 2(a) above, the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred and Series L Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership of such stock, the amount of $0.25 per share for each share of Series A Preferred then held by them, $0.375 per share for each share of Series B Preferred then held by them, $0.60 per share for each share of Series C Preferred then held by them, $1.085 per share for each share of Series D Preferred then held by them, $3.30 per share of Series E Preferred then held by them, $6.15 per share of Series F Preferred then held by them, $6.15 per share of Series G Preferred then held by them, $3.68 per share of Series H Preferred then held by them, for the holders of Series K Preferred, the greater of (i) $9.50 per share of Series K Preferred, then held by such holder and (ii) the amount per share of Series K Preferred, that such holder would have received if they had converted their Series K Preferred shares into Common Stock immediately prior to the liquidation, and for the holders of Series L Preferred, $9.50 per share of Series L Preferred then held by them, adjusted for any stock dividends, combinations, consolidations, or splits with respect to such shares and, in addition, an amount equal to all declared but unpaid dividends on the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred Series K Preferred and Series L Preferred. If the assets and funds thus distributed among the holders of Preferred shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the Corporation remaining after payment in full of the liquidation preference set forth in Section 2(a) and legally available for distribution shall be distributed among the holders of Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive. After payment has been made to the holders of Preferred of the full amounts to which they shall be entitled as aforesaid, the holders of the Common Stock shall be entitled to receive ratably on a per-share basis all the remaining assets.

(c) For purposes of this Section 2, a merger or consolidation of the Corporation with or into any other corporation or corporations, or the merger of any other corporation or corporations into the Corporation, in which the shareholders of the Corporation receive distributions in cash or securities of another corporation or corporations as a result of such consolidation or merger, any transaction or series of related transactions to which the Company is a party in which excess of fifty percent (50%) of the Company's voting power is transferred, or a sale of all or substantially all of the assets of the Corporation (collectively, a "Change in Control"), shall be treated as a liquidation, dissolution or winding up of the Corporation.

Any securities to be delivered to the holders of the Preferred pursuant to this subsection (c) shall be valued as follows:

(i) Securities not subject to investment letter or other similar restrictions on free marketability:

4

(A) If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the closing;

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing; and

(C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Corporation.

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in
(i)(A),(B) or (C) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors of the Corporation.

The Corporation shall give each holder of record of shares of Preferred written notice of an impending transaction described in this subsection 2(c) not later than twenty (20) days prior to the shareholders meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this section 2(c) and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of shares of Preferred Stock which is entitled to such notice rights or similar notice rights and which represents at least a majority of the voting power of all then outstanding shares of such shares of Preferred Stock.

(d) As authorized by Section 402.5(c) of the California Corporations Code, the provisions of Sections 502 and 503 of the California Corporations Code shall not apply with respect to repurchase by the Corporation of shares of Common Stock issued to or held by employees or consultants of the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreement providing for the right of said repurchase.

3. VOTING RIGHTS.

(a) Except as otherwise required by law or by Section 3(b) hereof, the holder of each share of Common Stock issued and outstanding shall have one vote and each holder of shares of Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Preferred could be converted at the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such votes to be counted together with all other shares of stock of the Corporation having general voting power and not separately as a class except as otherwise provided herein or by law.

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Fractional votes by the holders of Preferred shall not, however, be permitted and any fractional voting rights shall (after aggregating all shares into which shares of the Preferred held by each holder could be converted) be rounded to the nearest whole number. Holders of Common Stock and the Preferred shall be entitled to notice of any shareholders' meeting in accordance with the Bylaws of the Corporation.

(b) Notwithstanding Section 3(a) above, the Class B Common shall not have any voting rights except as required by law.

(c) At each annual or special meeting called for the purpose of electing directors, the holders of Series E Preferred, voting together as a class, shall be entitled to elect one (1) director of the Corporation, the holders of Series H Preferred, voting together as a class, shall be entitled to elect one (1) director of the Corporation and the holders of Series K Preferred, voting together as a class, shall be entitled to elect one (1) director of the Corporation. Subject to the restrictions of
Section 3(b) above, all remaining directors shall be elected by the holders of the Common Stock and the Preferred Stock (on an as-converted basis) voting together as a single class. In the case of a vacancy in the office of director elected by the holders of (i) Series E Preferred, (ii) Series H Preferred, or (iii) Series K Preferred, a successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of the majority of the shares of such holders of (i) Series E Preferred, (ii) Series H Preferred, or (iii) Series K Preferred, respectively. In the case of any vacancies in the office of the remaining directors elected by holders of the Common Stock and the Preferred Stock (on an as-converted basis), voting together as a class, any successor shall be elected to hold office for the unexpired term of such director by the affirmative vote of the majority of the shares of such holders of Common and Preferred Stock. Subject to Section 303 of the California Corporations Code, any director who shall have been elected by holders of (i) Series E Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv) Common Stock and Preferred Stock, may be removed during the aforesaid term of office, either for or without cause by, and only by, the affirmative vote of the holders of a majority of (i) Series E Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv) Common Stock and Preferred Stock, respectively, given at a special meeting of the shareholders duly called or by an action by written consent for that purpose, and any such vacancy thereby created may be filled by the vote of the holders of a majority of (i) Series E Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv) Common Stock and Preferred Stock, respectively, at such meeting or in such consent.

4. CONVERSION. The holders of the Preferred have conversion rights as follows (the "Conversion Rights"):

(a) RIGHT TO CONVERT. Each share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series J Preferred, Series K Preferred and Series L Preferred shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred, into such number of fully paid and nonassessable shares of Class A Common as is determined by dividing the Conversion Price for such series of Preferred (determined as hereinafter provided) in effect at the time of the conversion into the "Conversion Value" per share of such series of Preferred. The number of shares of Class A Common into which each series of Preferred is convertible is

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hereinafter referred to as the "Conversion Rate" for such series. The Conversion Price per share of (i) Series A Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375, (iii) Series C Preferred shall be $0.60,
(iv) Series D Preferred shall be $1.085, (v) Series E Preferred shall be $3.30, (vi) Series F Preferred shall be $5.555874, (vii) Series G Preferred shall be $6.15, (viii) Series H Preferred shall be $3.68, (ix) Series J Preferred shall be $14.03274, (x) Series K Preferred shall be $9.50, and (xi) Series L Preferred shall be $9.50. The Conversion Value per share of (i) Series A Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375,
(iii) Series C Preferred shall be $0.60, (iv) Series D Preferred shall be $1.085, (v) Series E Preferred shall be $3.30, (vi) Series F Preferred shall be $6.15, (vii) Series G Preferred shall be $6.15, (viii) Series H Preferred shall be $3.68, (ix) Series J Preferred shall be $14.03274, (x) Series K Preferred shall be $9.50, and (xi) Series L Preferred shall be $9.50. The Conversion Price for each series of Preferred shall be subject to adjustment as hereinafter provided.

(b) AUTOMATIC CONVERSION. Each share of Preferred shall automatically be converted into shares of Class A Common at the then effective Conversion Price upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public (an "Initial Public Offering") at a price per share (prior to deduction of underwriter commissions and offering expenses) of not less than $7.36 per share (appropriately adjusted for any stock dividends, stock splits, combinations, recapitalizations or similar events) and an aggregate offering price to the public of not less than $10,000,000 (prior to deduction of underwriter commissions and offering expenses).

(c) MECHANICS OF CONVERSION. No fractional shares of Common Stock shall be issued upon conversion of shares of Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective Conversion Price. Before any holder of Preferred shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred, and shall give written notice to the Corporation at such office that he elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to Section 4(b), the outstanding shares of Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, and provided further that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with the theft, loss or destruction of such certificates. The Corporation shall, as soon as practicable after delivery of such certificates, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Preferred, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the

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shares of Preferred to be converted, or in the case of automatic conversion on the date of closing of the offering, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

(d) ADJUSTMENTS TO CONVERSION PRICE FOR DILUTIVE ISSUES.

(i) SPECIAL DEFINITIONS. For purposes of this
Section 4(d), the following definitions shall apply:

(1) "OPTIONS" shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire either Common Stock or Convertible Securities.

(2) "ORIGINAL ISSUE DATE" shall mean June 11, 1996.

(3) "CONVERTIBLE SECURITIES" shall mean any evidences of indebtedness, shares (other than the Common Stock) or other securities convertible into or exchangeable for Common Stock.

(4) "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of Common Stock issued (or, pursuant to Section
4(d)(ii), deemed to be issued) by the Corporation after the Original Issue Date, other than shares of Common Stock issued or issuable at any time:

(A) upon conversion of the shares of Preferred authorized herein;

(B) (i) to officers, directors, and employees of, and consultants to, the Corporation to be designated pursuant to plans and arrangements approved by the Board of Directors; and
(ii) to lending or leasing institutions approved by the Board of Directors, provided that the aggregate of (i) and (ii) do not exceed more that 4,058,821 shares (net of shares repurchased and Options expiring unexercised), appropriately adjusted for stock splits, combinations, stock dividends, recapitalizations, or similar events (provided that any shares repurchased by the Corporation from employees, officers, directors and consultants pursuant to the terms of stock repurchase agreements approved by the Board of Directors, or Options which terminate unexercised, shall not, unless reissued, be counted as issued for purposes of this calculation);

(C) as a dividend or distribution on Preferred or any event for which adjustment is made pursuant to Section 4(e) hereof;

(D) by way of dividend or other distribution on shares of Common Stock excluded from the definition of Additional Shares of Common Stock by the foregoing clauses (A), (B), or (C).

(ii) DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON STOCK. In the event the Corporation at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders

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of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time and without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 4(d)(iv) hereof) of such Additional Shares of Common Stock would be less than the Conversion Price for such series in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(1) no further adjustment in the Conversion Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, or in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

(3) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if,

(A) in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common Stock issued were shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange, and

(B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the

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Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Corporation upon the issue of the Convertible Securities with respect to which such Options were actually exercised;

(4) no readjustment pursuant to clause
(2) or (3) above shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price on the original adjustment date, or (ii) the Conversion Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; and

(5) in the case of any Options which expire by their terms not more than 90 days after the date of issue thereof, no adjustment of the Conversion Price shall be made until the expiration or exercise of all such Options.

(iii) ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.

(1) SERIES E PREFERRED, SERIES F PREFERRED AND SERIES H PREFERRED, SERIES J PREFERRED SERIES K PREFERRED AND
SERIES L PREFERRED. In the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4(d)(ii)) after the Original Issue Date without consideration or for consideration per share less than the Conversion Price for (i) the Series E Preferred, (ii) the Series F Preferred, (iii) the Series H Preferred, (iv) the Series J Preferred, (v) Series K Preferred, and/or (vi) Series L Preferred in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price for the (i) Series E Preferred, (ii) Series F Preferred, (iii) Series H Preferred, (iv) Series J Preferred, (v) Series K Preferred, and/or (vi) Series L Preferred if the applicable consideration per share is less than the Conversion Price then in effect for such series of Series Preferred, shall be reduced, concurrently with such issue, to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including all shares of Common Stock issuable upon conversion of the outstanding shares of Preferred and all shares of Common Stock reserved for future issuance by the Board of Directors of the Corporation) plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including all shares of Common Stock issuable upon conversion of the outstanding shares of Preferred and all shares of Common Stock reserved for future issuance by the Board of Directors of the Corporation) plus the number of such Additional Shares of Common Stock so issued. In the event the Conversion Price for the Series K Preferred shall be adjusted as a result of this Section 4(d)(iii), the Minimum Price (as defined below) shall also be adjusted by the same fraction used to adjust the Conversion Price for the Series K Preferred.

(2) SERIES G PREFERRED. In the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section
4(d)(ii)) after the Original Issue Date and on or prior to

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September 30, 1995 (the "Trigger Date"), without consideration or for consideration per share less than the Conversion Price for the Series G Preferred in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price for the Series G Preferred shall be reduced, concurrently with such issue, to a price equal to the amount of consideration received by the Corporation per share in such issuance. In the event this Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to
Section 4(d)(ii)) after the Trigger Date without consideration or for consideration per share less than the Conversion Price of the Series G Preferred in effect on the date of and immediately prior to such issue, then in such event, the Conversion Price of Series G Preferred shall be reduced, concurrently with such issue, to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including all shares of Common Stock issuable upon conversion of the outstanding Preferred Stock and all shares of Common Stock received for future issuance by the Board of Directors of the Corporation) plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including all shares of Common Stock issuable upon conversion of the outstanding Preferred Stock and all shares of Common Stock reserved for future issuance by the Board of Directors of the Corporation) plus the number of such Additional Shares of Common Stock so issued.

(3) SERIES J PREFERRED. In the event the Corporation shall undertake an Initial Public Offering at certain per share prices set forth below (appropriately adjusted for any stock dividends, stock splits, combinations, recapitalizations or similar events), the Series J Preferred will undergo a Conversion Price adjustment. If the price per share to the public in the Initial Public Offering is equal to or less than $11.22 and higher than $9.82, the Conversion Price will be adjusted to $12.38345 per share. If the price per share to the public in the Initial Public Offering is equal to or less than $9.82 and higher than $8.42, the Conversion Price will be adjusted to $11.69611 per share. If the price per share to the public in the Initial Public Offering is equal to or less than $8.42 and higher than $7.02, the Conversion Price will be adjusted to $11.07622 per share. If the price per share to the public in the Initial Public Offering is equal to or less than $7.02, the Conversion Price will be adjusted to $10.52310 per share.

(4) SERIES K PREFERRED. In the event of
(i) an Initial Public Offering, (ii) a liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary or (iii) a Change of Control (collectively, a "Liquidity Event"), during the time periods and at the per share prices set forth below (appropriately adjusted for any stock dividends, stock splits, combinations, recapitalizations or similar events), the Series K Preferred will undergo a Conversion Price adjustment. If the price per share (on an if-as-converted to Common Stock basis) in the Liquidity Event (the "Liquidity Price") is less than $21.11 per share, and the Liquidity Event occurs prior to the first anniversary of the first issuance date of the Series K Preferred (the "Series K Issuance Date"), the Conversion Price for the Series K Preferred will be adjusted to forty-five percent (45%) of the Liquidity Price. If the Liquidity Price is less than $27.14 per share and the Liquidity Event occurs after the first anniversary and prior to the second anniversary of the Series K Issuance Date, the Conversion Price will be adjusted to thirty-five percent (35%) of the Liquidity Price. If the Liquidity Price is less than

11.


$38.00 per share and the Liquidity Event occurs after the second anniversary of the Series K Issuance Date, the Conversion Price will be adjusted to twenty-five percent (25%) of the Liquidity Price. Notwithstanding the foregoing, in no event shall the minimum Conversion price per share of the Series K Preferred be adjusted below $5.00 per share (appropriately adjusted under Section 4(d)(iii)(1) and for any stock dividends, stock splits, combinations, recapitalizations or similar events) (the "Minimum Price").

(iv) DETERMINATION OF CONSIDERATION. For purposes of this Section 4(d), the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(1) CASH AND PROPERTY. Such consideration shall:

(A) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation excluding amounts paid or payable for accrued interest or accrued dividends;

(B) insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board irrespective of any accounting treatment; and

(C) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board.

(2) OPTIONS AND CONVERTIBLE SECURITIES. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section 4(d)(ii), relating to Options and Convertible Securities, shall be determined by dividing

(x) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by

(y) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

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(e) ADJUSTMENTS TO CONVERSION PRICE.

(i) ADJUSTMENTS FOR STOCK DIVIDENDS, SUBDIVISIONS, COMBINATIONS OR CONSOLIDATION OF COMMON STOCK. In the event the outstanding shares of Common Stock shall be, after the Original Issue Date, subdivided (by stock split or otherwise) into a greater number of shares of Common Stock, or the Corporation shall declare or pay any dividend on the Common Stock payable in Common Stock, the Conversion Price for each series then in effect shall, concurrently with the effectiveness of such subdivision or stock dividend, be proportionately decreased based on the ratio of (i) the number of shares of Common Stock outstanding immediately prior to such subdivision or stock dividend to (ii) the number of shares of Common Stock outstanding immediately after such subdivision or stock dividend. In the event the outstanding shares of Common Stock shall, after the Original Issue Date, be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Conversion Price for each series then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased on the same basis as set forth above.

(ii) ADJUSTMENTS FOR OTHER DISTRIBUTIONS. In the event the Corporation at any time or from time to time, after the Original Issue Date, makes, or fixes a record date for the determination of holders of Common Stock entitled to receive any distribution payable in securities of the Corporation other than shares of Common Stock and other than as otherwise adjusted in this Section 4 or as otherwise provided in
Section 2, then and in each such event provision shall be made so that the holders of Preferred shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Corporation which they would have received had their shares of Preferred been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section 4 with respect to the rights of the holders of the Preferred.

(iii) ADJUSTMENTS FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If the Common Stock issuable upon conversion of shares of Preferred shall, after the Original Issue Date, be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), the Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the shares of Preferred shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Preferred immediately before that change.

(f) NO IMPAIRMENT. Except as permitted by Section 6, the Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the

13.


terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred against impairment, including setting aside and reserving for future issuance upon conversion of the outstanding shares of Preferred the number of shares of Common Stock issuable upon such conversion.

(g) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each adjustment or readjustment of the Conversion Price for a series of Preferred pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of such series of Preferred a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of such series of Preferred, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price in effect at the time for such series, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such series of Preferred.

(h) NOTICES OF RECORD DATE. In the event that the Corporation shall propose at any time:

(i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;

(ii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or any other similar rights;

(iii) to effect any reclassification or recapitalization of its Common Stock outstanding which results in a change in the Common Stock; or

(iv) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up;

Then, in connection with each such event, the Corporation shall send to the holders of the Preferred:

(1) at least 20 days' prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote on the matters referred to in (iii) and (iv) above; and

(2) in the case of the matters referred to in (iii) and (iv) above, at least 20 days' prior written notice of the date when the same shall take place and specifying the date on which the holders of Common Stock shall be entitled to exchange their

14.


Common Stock for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier.

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Preferred at the address for each such holder as shown on the books of the Corporation.

5. REDEMPTION OF SERIES J PREFERRED.

(a) At the option of the holder thereof to be exercised not less than sixty (60) days prior to the date of first redemption, the Corporation shall redeem, from any source of funds legally available therefor, the Series J Preferred in ten equal quarterly installments beginning not earlier than December 31, 1998, and continuing thereafter on the same day of the month, on a quarterly basis, (each a "Series J Redemption Date") until the remaining Series J Preferred outstanding shall be redeemed. The Corporation shall effect such redemptions on the applicable Series J Preferred Redemption by paying in cash in exchange for the shares of Series J Preferred to be redeemed a sum equal to $14.03274 per share of Series J Preferred (as adjusted for any stock dividends, combinations or splits or other adjustments pursuant to Section 4 with respect to such shares) plus all declared but unpaid dividends on such shares (the "Series J Redemption Price").

(b) The Corporation shall also pay interest on the outstanding balance due with respect to the Series J Redemption Price, to begin accruing on the first Series J Redemption Date, at 9 1/2% per annUM and to be payable with each subsequent installment ("Series J Interest Payment"). The Series J Interest Payment for each quarter shall be calculated as the number of Series J Preferred then outstanding times the Series J Redemption Price times 1/4 times .095.

(c) At least 10 but not more than 20 days prior to each Series J Redemption Date written notice shall be mailed, first class postage prepaid, to the holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Series J Preferred to be redeemed, at the address last shown on the records of the Corporation for such holder, notifying such holder of the redemption to be effected, specifying the number of shares to be redeemed from such holder, the Series J Redemption Date, the Series J Redemption Price, the place at which payment may be obtained and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, his certificate or certificates representing the shares to be redeemed (the "Redemption Notice"). On or after the Redemption Date, such holder shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Series J Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall promptly be issued representing the unredeemed shares.

(d) From and after the Series J Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holder of shares of Series J Preferred designated for redemption in the Redemption Notice as holder of Series J Preferred

15.


shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series J Preferred on any Redemption Date are insufficient to redeem the total number of shares of Series J Preferred to be redeemed on such date and pay the Series J Redemption Price, those funds which are legally available will be used to redeem the maximum possible number of such shares to be redeemed. The shares of Series J Preferred not redeemed shall remain outstanding and shall be entitled to all the rights and preferences provided herein. The Series J Redemption Prices to the extent not paid when due shall accrue interest in accordance with the terms hereof every quarter until paid. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series J Preferred such funds will immediately be used to redeem the balance of the shares which the Corporation has become obliged to redeem on any Redemption Date, but which it has not redeemed, and pay any amounts owed for Series J Redemption Prices and Interest Payments.

(e) On or prior to each Redemption Date, the Corporation shall deposit the Series J Preferred Redemption Price of all shares of Series J Preferred designated for redemption in the Redemption Notice and not yet redeemed plus the Series J Interest Payment due with respect thereto or so much thereof as is then legally available in accordance with Section 5(d), with a bank or trust corporation having aggregate capital and surplus in excess of $100,000,000 as a trust fund for the benefit of the holder of the shares designated for redemption and not yet redeemed, with irrevocable instructions and authority to the bank or trust corporation to pay the Series J Redemption Price for such shares to their respective holders on or after the Redemption Date upon receipt of notification from the Corporation that such holder has surrendered his share certificate to the Corporation pursuant to Section (c) above. For each Series J Redemption Date, unless otherwise provided in Section 5(d) above, the deposit shall constitute full payment of the shares to their holders, and from and after Series J Redemption Date the shares so called for redemption shall be redeemed and shall be deemed to be no longer outstanding, and the holder thereof shall cease to be shareholder with respect thereto except the rights to receive from the bank or trust corporation payment of the Series J Redemption Price of the shares, without interest, upon surrender of their certificates therefor. Such instructions shall also provide that any moneys deposited by the Corporation pursuant to this Section 5(e) for the redemption of shares thereafter converted into shares of the Corporation's Common Stock hereof prior to the Redemption Date shall be returned to the Corporation forthwith upon such conversion. The balance of any moneys deposited by the Corporation pursuant to this Section 5(e) remaining unclaimed at the expiration of two (2) years following each Series J Redemption Date shall thereafter be returned to the Corporation upon its request expressed in a resolution of its Board of Directors.

6. COVENANTS. In addition to any other rights provided by law, so long as any shares of Preferred shall be outstanding, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of not less than a majority of the outstanding shares of a series of Preferred:

(a) amend or repeal any provision of, or add any provision to, the Corporation's Articles of Incorporation if such action would materially and adversely directly alter or change the preferences, rights, or privileges of such series of Preferred;

16.


(b) increase or decrease the authorized number of shares of such series of Preferred;

(c) authorize, issue, or enter into any agreement providing for the issuance of any capital stock or other equity security which is senior to such series of Preferred with respect to the payment of dividends, redemption, or distribution upon liquidation; or

(d) redeem, purchase, or otherwise acquire any of the Corporation's capital stock or other equity securities other than (i) shares of Common Stock repurchased at cost from terminated employees or consultants pursuant to contractual arrangements, or (ii) shares of Preferred redeemed pursuant to the terms of the Articles of Incorporation of the Corporation.

In addition to any other rights provided by law, so long as any shares of Preferred shall be outstanding, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Preferred, voting together as a single class (including the Series J Preferred):

(a) sell or convey all or substantially all of its property or business or merge into or consolidate with any other corporation if immediately after such merger or consolidation the shareholders of the Corporation shall hold less than 50% of the voting power of the surviving corporation; or

(b) liquidate, dissolve, or effect a recapitalization or reorganization of the Corporation.

VI.

For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A.

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors.

2. BOARD OF DIRECTORS

a. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the closing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), covering the offer and sale of Common Stock to the public (the "Initial Public Offering"), the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with

17.


a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Initial Public Offering, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Initial Public Offering, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. During such time or times that the corporation is subject to Section 2115(b) of the California General Corporation Law ("CGCL"), this Section A.2.a of this Article VI shall become effective and be applicable only when the corporation is a "listed" corporation within the meaning of Section 301.5 of the CGCL.

b. In the event that the corporation is unable to have a classified board under applicable law, Section 301.5 of the CGCL,
Section A. 2. a. of this Article VI shall not apply and all directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting.

c. No stockholder entitled to vote at an election for directors may cumulate votes to which such stockholder is entitled, unless, at the time of such election, the corporation (i) is subject to
Section 2115(b) of the CGCL AND (ii) is not or ceases to be a "listed" corporation under Section 301.5 of the CGCL. During this time, every stockholder entitled to vote at an election for directors may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder's shares are otherwise entitled, or distribute the stockholder's votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder's votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention to cumulate such stockholder's votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3. REMOVAL OF DIRECTORS

a. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such

18.


director's removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director's most recent election were then being elected.

b. At any time or times that the corporation is not subject to Section 2115(b) of the CGCL and subject to any limitations imposed by law, Section A. 3. a. above shall no longer apply and removal shall be as provided in Section 141(k) of the DGCL.

4. VACANCIES

a. Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.

b. If at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in offices as aforesaid, which election shall be governed by Section 211 of the DGCL.

c. At any time or times that the corporation is subject to Section 2115(b) of the CGCL, if, after the filling of any vacancy by the directors then in office who have been elected by stockholders shall constitute less than a majority of the directors then in office, then

(i) Any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for those directors may call a special meeting of stockholders; or

(ii) The Superior Court of the proper county shall, upon application of such stockholder or stockholders, summarily order a special meeting of stockholders, to be held to elect the entire board, all in accordance with Section 305(c) of the CGCL. The term of office of any director shall terminate upon that election of a successor.

19.


B.

1. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the voting stock of the corporation entitled to vote. The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws.

2. The directors of the corporation need not be elected by written ballot unless the Bylaws so provide.

3. No action shall be taken by the stockholders of the corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws or by written consent of stockholders in accordance with the Bylaws prior to the closing of the Initial Public Offering and following the closing of the Initial Public Offering no action shall be taken by the stockholders by written consent.

4. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporation shall be given in the manner provided in the Bylaws of the corporation.

VII.

A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.

B. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the CGCL) for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with the agents, or through shareholder resolutions, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject, at any time or times the corporation is subject to Section 2115(b) to the limits on such excess indemnification set forth in Section 204 of the CGCL.

C. Any repeal or modification of this Article VII shall be prospective and shall not affect the rights under this Article VII in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VIII.

A. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in paragraph B. of this Article VII, and all rights conferred upon the stockholders herein are granted subject to this reservation.

20.


B. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, shall be required to alter, amend or repeal Articles VI, VII, and VIII.

IX.

The name and the mailing address of the Sole Incorporator is as follows:

Sally A. Kay Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306

IN WITNESS WHEREOF, this Certificate has been subscribed this 4th day of April, 2000 by the undersigned who affirms that the statements made herein are true and correct.

/s/ Sally A. Kay
-------------------------------
SALLY A. KAY
SOLE INCORPORATOR

21.


EXHIBIT 3.4

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION
OF
OMNICELL.COM

I.

The name of this corporation is Omnicell.com.

II.

The address of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805, County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

III.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

IV.

A. This corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the corporation is authorized to issue is sixty-eight million five hundred thousand (68,500,000) shares. Fifty million (50,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($.001). Five million (5,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001).

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a "Preferred Stock Designation") pursuant to the Delaware General Corporation Law ("DGCL"), to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.


V.

For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A.

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors.

2. BOARD OF DIRECTORS

a. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the closing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), covering the offer and sale of Common Stock to the public (the "Initial Public Offering"), the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Initial Public Offering, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Initial Public Offering, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. During such time or times that the corporation is subject to Section 2115(b) of the California General Corporation Law ("CGCL"), this Section A.2.a of this Article V shall become effective and be applicable only when the corporation is a "listed" corporation within the meaning of Section 301.5 of the CGCL.

b. In the event that the corporation is unable to have a classified board under applicable law, Section 301.5 of the CGCL, Section A.
2. a. of this Article V shall not apply and all directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting.

c. No stockholder entitled to vote at an election for directors may cumulate votes to which such stockholder is entitled, unless, at the time of such election, the corporation (i) is subject to Section 2115(b) of the CGCL AND (ii) is not or ceases to be a "listed" corporation under Section 301.5 of the CGCL. During this time, every stockholder entitled to vote at an election for directors may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes


to which such stockholder's shares are otherwise entitled, or distribute the stockholder's votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder's votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention to cumulate such stockholder's votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3. REMOVAL OF DIRECTORS

a. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such director's removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director's most recent election were then being elected.

b. At any time or times that the corporation is not subject to
Section 2115(b) of the CGCL and subject to any limitations imposed by law,
Section A. 3. a. above shall no longer apply and removal shall be as provided in Section 141(k) of the DGCL.

4. VACANCIES

a. Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.

b. If at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board


(as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in offices as aforesaid, which election shall be governed by Section 211 of the DGCL.

c. At any time or times that the corporation is subject to
Section 2115(b) of the CGCL, if, after the filling of any vacancy by the directors then in office who have been elected by stockholders shall constitute less than a majority of the directors then in office, then

(i) Any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for those directors may call a special meeting of stockholders; or

(ii) The Superior Court of the proper county shall, upon application of such stockholder or stockholders, summarily order a special meeting of stockholders, to be held to elect the entire board, all in accordance with Section 305(c) of the CGCL. The term of office of any director shall terminate upon that election of a successor.

B.

1. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the voting stock of the corporation entitled to vote. The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws.

2. The directors of the corporation need not be elected by written ballot unless the Bylaws so provide.

3. No action shall be taken by the stockholders of the corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws.

4. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporation shall be given in the manner provided in the Bylaws of the corporation.


VI.

A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.

B. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the CGCL) for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with the agents, or through shareholder resolutions, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject, at any time or times the corporation is subject to Section 2115(b) to the limits on such excess indemnification set forth in Section 204 of the CGCL.

C. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

A. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in paragraph B. of this Article VII, and all rights conferred upon the stockholders herein are granted subject to this reservation.

B. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI, and VII.


EXHIBIT 3.5

BYLAWS

OF

OMNICELL TECHNOLOGIES, INC.

ARTICLE 1

CORPORATE OFFICES

SECTION 1.1 PRINCIPAL OFFICE The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside such state and the corporation has one or more business offices in such state, then the board of directors shall fix and designate a principal business office in the State of California.

SECTION 1.2 OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE 2

MEETINGS OF SHAREHOLDERS

SECTION 2.1 PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation.

SECTION 2.2 ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. In the absence of such designation, the annual meeting of shareholders shall be held on the second Tuesday of May in each year at 10:00
a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At the meeting, directors shall be elected, and any other proper business may be transacted.

SECTION 2.3 SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the

1.


president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

SECTION 2.4 NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with
Section 2.5 of these bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders (but subject to the provisions of the next paragraph of this
Section 2.4 , any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California (the "Code"), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal.

SECTION 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Written notice of any meeting of shareholders shall be given either (i) personally or
(ii) by first-class mail or

2.


(iii) by third-class mail but only if the corporation has outstanding shares held of record by five hundred (500) or more persons (determined as provided in Section 605 of the Code) on the record date for the shareholders' meeting, or (iv) by telegraphic or other written communication. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, then all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders' meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.

SECTION 2.6 QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat constitutes a quorum for the transaction of business at all meetings of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

SECTION 2.7 ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.6 of these bylaws.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, if a new record date

3.


for the adjourned meeting is fixed or if the adjournment is for more than forty-five (45) days from the date set for the original meeting, then notice of the adjourned meeting shall be given. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 and of these bylaws. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

SECTION 2.8 VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of
Section 2.11 of these bylaws, subject to the provisions of Sections 702 through 704 of the Code (relating to voting shares held by a fiduciary, in the name of a corporation or in joint ownership).

The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder at the meeting and before the voting has begun.

Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the articles of incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders. Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote them against the proposal; but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares which the shareholder is entitled to vote.

If a quorum is present, the affirmative vote of the majority of the shares represented and voting at a duly held meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or a vote by classes is required by the Code or by the articles of incorporation.

At a shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) if the candidates' names have been placed in nomination prior to commencement of the voting and the shareholder has given notice prior to commencement of the voting of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination either (i) by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are normally entitled or (ii) by distributing the shareholder's votes on the same principle among any or all of the

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candidates, as the shareholder thinks fit. The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate and votes withheld shall have no legal effect.

SECTION 2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent or approval need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Code to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

SECTION 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the board of directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.

All such consents shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares, or

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a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders has not been received, then the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. Such notice shall be given to those shareholders entitled to vote who have not consented in writing and shall be given in the manner specified in Section of these bylaws. In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of a corporate "agent," pursuant to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

SECTION 2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote thereat or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten
(10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in such event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Code.

If the board of directors does not so fix a record date:

(a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; and

(b) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

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The record date for any other purpose shall be as provided in Article 8 of these bylaws.

SECTION 2.12 PROXIES. Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by voting in person at the meeting, or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Code.

SECTION 2.13 INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint an inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting pursuant to the request of one (1) or more shareholders or proxies, then the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b) receive votes, ballots or consents;

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(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) count and tabulate all votes or consents;

(e) determine when the polls shall close;

(f) determine the result; and

(g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE 3

DIRECTORS

SECTION 3.1 POWERS. Subject to the provisions of the Code and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

SECTION 3.2 NUMBER OF DIRECTORS. The number of directors of the corporation shall be not less than five (5) nor more than nine (9). The exact number of directors shall be eight (8) until changed, within the limits specified above, by a resolution amending this Section 3.2, duly adopted by the board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon. No amendment may change the stated maximum number of authorized directors to a number greater than two (2) times the stated minimum number of directors minus one (1).

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

SECTION 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the

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expiration of the term for which elected and until a successor has been elected and qualified.

SECTION 3.4 RESIGNATION AND VACANCIES. Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director,
(ii) if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be elected at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election other than to fill a vacancy created by removal, if by written consent, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon.

SECTION 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board may be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation.

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Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting.

SECTION 3.6 REGULAR MEETINGS. Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors.

SECTION 3.7 SPECIAL MEETINGS; NOTICE. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight
(48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

SECTION 3.8 QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.10 of these bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of the Code (as to appointment of committees), Section 317(e) of the Code (as to indemnification of directors), the articles of incorporation, and other applicable law.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

SECTION 3.9 WAIVER OF NOTICE. Notice of a meeting need not be given to any director (i) who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such

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directors. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors.

SECTION 3.10 ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

SECTION 3.11 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.7 of these bylaws, to the directors who were not present at the time of the adjournment.

SECTION 3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of the board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board.

SECTION 3.13 FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

SECTION 3.14 APPROVAL OF LOANS TO OFFICERS.** The corporation may, upon the approval of the board of directors alone, make loans of money or property to, or guarantee the obligations of, any officer of the corporation or its parent or subsidiary, whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or guaranties provided that (i) the board of directors determines that such a loan or guaranty or plan may reasonably be expected to benefit the corporation, (ii) the corporation has outstanding shares held of record by 100 or more persons (determined as provided in Section 605 of the Code) on the date of approval by the board of directors, and (iii) the approval of the board of directors is by a vote sufficient without counting the vote of any interested director or directors.

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** This section is effective only if it has been approved by the shareholders in accordance with Sections 315(b) and 152 of the Code.

ARTICLE 4

COMMITTEES

SECTION 4.1 COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one
(1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the Code, also requires shareholders' approval or approval of the outstanding shares;

(b) the filling of vacancies on the board of directors or in any committee;

(c) the fixing of compensation of the directors for serving on the board or any committee;

(d) the amendment or repeal of these bylaws or the adoption of new bylaws;

(e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(g) the appointment of any other committees of the board of directors or the members of such committees.

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SECTION 4.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 of these bylaws, Section 3.5 (place of meetings),
Section 3.6 (regular meetings), Section 3.7 (special meetings and notice),
Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE 5

OFFICERS

SECTION 5.1 OFFICERS. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section of these bylaws. Any number of offices may be held by the same person.

SECTION 5.2 ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of
Section 5.3 or Section 5.5 of these bylaws, shall be chosen by the board, subject to the rights, if any, of an officer under any contract of employment.

SECTION 5.3 SUBORDINATE OFFICERS. The board of directors may appoint, or may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

SECTION 5.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

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Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary too make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

SECTION 5.5 VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

SECTION 5.6 CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

SECTION 5.7 PRESIDENT. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation ration, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

SECTION 5.8 VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these bylaws, the president or the chairman of the board.

SECTION 5.9 SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names

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of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these bylaws. He shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws.

SECTION 5.10 CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.

ARTICLE 6

INDEMNIFICATION OF DIRECTORS. OFFICERS. EMPLOYEES, AND OTHER AGENTS

SECTION 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its directors and officers against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of

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this Article 6, a "director" or "officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

SECTION 6.2 INDEMNIFICATION OF OTHERS. The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article 6, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

SECTION 6.3 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

SECTION 6.4 INDEMNITY NOT EXCLUSIVE. The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation.

SECTION 6.5 INSURANCE INDEMNIFICATION. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 6.

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SECTION 6.6 CONFLICTS. No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the Articles of Incorporation, these bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE 7

RECORDS AND REPORTS

SECTION 7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the board of directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the corporation who holds at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who holds at least one percent (1%) of such voting shares and has filed a Schedule 14B with the Securities and Exchange Commission relating to the election of directors, may (i) inspect and copy the records of shareholders' names, addresses, and shareholdings during usual business hours on five (5) days' prior written demand on the corporation, (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. Such list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or five (5) days after the date specified in the demand as the date as of which the list is to be compiled.

17.


The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate.

Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

SECTION 7.2 MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California the original or a copy of these bylaws as amended to date, which bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, then the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of these bylaws as amended to date.

SECTION 7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and the minutes of proceedings of the shareholders, of the board of directors, and of any committee or committees of the board of directors shall be kept at such place or places as are designated by the board of directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

SECTION 7.4 INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind as well as the physical properties of the corporation and each of its subsidiary corporations. Such inspection by a director may be made in person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

SECTION 7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty

18.


(120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section of these bylaws for giving notice to shareholders of the corporation.

The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) an income statement, (iii) a statement of changes in financial position for the fiscal year, and (iv) any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred
(100) holders of record.

SECTION 7.6 FINANCIAL STATEMENTS. If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and for a balance sheet of the corporation as of the end of that period, then the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or by the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

SECTION 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise

19.


on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE 8

GENERAL MATTERS

SECTION 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Code.

If the board of directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

SECTION 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

SECTION 8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED. The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

SECTION 8.4 CERTIFICATES FOR SHARES. A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares are fully paid. The

20.


board of directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the corporation by the chairman of the board or the vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate ceases to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

SECTION 8.5 LOST CERTIFICATES. Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such terms and conditions as the board may require; the board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

SECTION 8.6 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Code shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

21.


ARTICLE 9

AMENDMENTS

SECTION 9.1 AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, then the authorized number of directors may be changed only by an amendment of the articles of incorporation.

SECTION 9.2 AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 9.1 of these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a bylaw providing for a variable number of directors), may be adopted, amended or repealed by the board of directors.

22.


CERTIFICATE OF ADOPTION OF BYLAWS

OF

OMNICELL TECHNOLOGIES, INC.

CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS' VOTE

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Omnicell Technologies, Inc. and that the foregoing Bylaws, comprising twenty-five (25) pages, were submitted to the shareholders by written consent dated May 10, 1993, and recorded in the minutes thereof and were ratified by the vote of shareholders entitled to exercise the majority of the voting power of the corporation.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed the corporate seal this _____ day of _________________1993.


Michael J. O'Donnell, Secretary

BYLAWS

OF

OMNICELL TECHNOLOGIES, INC.


TABLE OF CONTENTS

                                                                                                              PAGE
ARTICLE 1.            CORPORATE OFFICES..........................................................................1

         Section 1.1       Principal Office......................................................................1
         Section 1.2       Other Offices.........................................................................1

ARTICLE 2.            MEETINGS OF SHAREHOLDERS...................................................................1

         Section 2.1       Place of Meetings.....................................................................1
         Section 2.2       Annual Meeting........................................................................1
         Section 2.3       Special Meeting.......................................................................1
         Section 2.4       Notice of Shareholders' Meetings......................................................2
         Section 2.5       Manner of Giving Notice; Affidavit of Notice..........................................2
         Section 2.6       Quorum................................................................................3
         Section 2.7       Adjourned Meeting; Notice.............................................................3
         Section 2.8       Voting................................................................................4
         Section 2.9       Validation of Meetings; Waiver of Notice; Consent.....................................5
         Section 2.10      Shareholder Action by Written Consent without a Meeting...............................5
         Section 2.11      Record Date for Shareholder Notice; Voting; Giving Consents...........................6
         Section 2.12      Proxies...............................................................................6
         Section 2.13      Inspectors of Election................................................................7

ARTICLE 3.            DIRECTORS..................................................................................8

         Section 3.1       Powers................................................................................8
         Section 3.2       Number of Directors...................................................................8
         Section 3.3       Election and Term of Office of Directors..............................................8
         Section 3.4       Resignation and Vacancies.............................................................8
         Section 3.5       Place of Meetings; Meetings by Telephone..............................................9
         Section 3.6       Regular Meetings......................................................................9
         Section 3.7       Special Meetings; Notice.............................................................10
         Section 3.8       Quorum...............................................................................10
         Section 3.9       Waiver of Notice.....................................................................10
         Section 3.10      Adjournment..........................................................................10
         Section 3.11      Notice of Adjournment................................................................11
         Section 3.12      Board Action by Written Consent without a Meeting....................................11
         Section 3.13      Fees and Compensation of Directors...................................................11
         Section 3.14      Approval of Loans to Officers.**.....................................................11

ARTICLE 4.            COMMITTEES................................................................................12

                                       i.

                                TABLE OF CONTENTS
                                  (CONTINUED)

         Section 4.1       Committees of Directors..............................................................12
         Section 4.2       Meetings And Action Of Committees....................................................12

ARTICLE 5.            OFFICERS..................................................................................13

         Section 5.1       Officers.............................................................................13
         Section 5.2       Election of Officers.................................................................13
         Section 5.3       Subordinate Officers.................................................................13
         Section 5.4       Removal and Resignation of Officers..................................................13
         Section 5.5       Vacancies in Offices.................................................................14
         Section 5.6       Chairman of the Board................................................................14
         Section 5.7       President............................................................................14
         Section 5.8       Vice Presidents......................................................................14
         Section 5.9       Secretary............................................................................14
         Section 5.10      Chief Financial Officer..............................................................15

ARTICLE 6.            INDEMNIFICATION OF DIRECTORS.  OFFICERS.  EMPLOYEES, AND OTHER AGENTS.....................15

         Section 6.1       Indemnification of Directors and Officers............................................15
         Section 6.2       Indemnification of Others............................................................16
         Section 6.3       Payment of Expenses in Advance.......................................................16
         Section 6.4       Indemnity Not Exclusive..............................................................16
         Section 6.5       Insurance Indemnification............................................................16
         Section 6.6       Conflicts............................................................................16

ARTICLE 7.            RECORDS AND REPORTS.......................................................................17

         Section 7.1       Maintenance and Inspection of Share Register.........................................17
         Section 7.2       Maintenance and Inspection of Bylaws.................................................18
         Section 7.3       Maintenance and Inspection of Other Corporate Records................................18
         Section 7.4       Inspection by Directors..............................................................18
         Section 7.5       Annual Report to Shareholders; Waiver................................................18
         Section 7.6       Financial Statements.................................................................19
         Section 7.7       Representation of Shares of Other Corporations.......................................19

ARTICLE 8.            GENERAL MATTERS...........................................................................20

         Section 8.1       Record Date for Purposes Other Than Notice and Voting................................20
         Section 8.2       Checks; Drafts; Evidences of Indebtedness............................................20
         Section 8.3       Corporate Contracts and Instruments: How Executed....................................20

                                       ii.

                                TABLE OF CONTENTS
                                  (CONTINUED)

         Section 8.4       Certificates for Shares..............................................................20
         Section 8.5       Lost Certificates....................................................................21
         Section 8.6       Construction; Definitions............................................................21

ARTICLE 9.            AMENDMENTS................................................................................21

         Section 9.1       Amendment by Shareholders............................................................21
         Section 9.2       Amendment by Directors...............................................................21

iii.


EXHIBIT 3.6

BYLAWS

OF

OMNICELL MERGER CORPORATION

(A DELAWARE CORPORATION)


                                                                                                               PAGE
ARTICLE I             OFFICES.....................................................................................1

         Section 1.        Registered Office......................................................................1

         Section 2.        Other Offices..........................................................................1

ARTICLE II            CORPORATE SEAL..............................................................................1

         Section 3.        Corporate Seal.........................................................................1

ARTICLE III           STOCKHOLDERS' MEETINGS......................................................................1

         Section 4.        Place of Meetings......................................................................1

         Section 5.        Annual Meetings........................................................................1

         Section 6.        Special Meetings.......................................................................3

         Section 7.        Notice of Meetings.....................................................................4

         Section 8.        Quorum.................................................................................5

         Section 9.        Adjournment and Notice of Adjourned Meetings...........................................5

         Section 10.       Voting Rights..........................................................................5

         Section 11.       Joint Owners of Stock..................................................................6

         Section 12.       List of Stockholders...................................................................6

         Section 13.       Action without Meeting.................................................................6

         Section 14.       Organization...........................................................................7

ARTICLE IV            DIRECTORS...................................................................................8

         Section 15.       Number and Term of Office..............................................................8

         Section 16.       Powers.................................................................................8

         Section 17.       Classes of Directors...................................................................8

         Section 18.       Vacancies..............................................................................9

         Section 19.       Resignation...........................................................................10

         Section 20.       Removal...............................................................................10

         Section 21.       Meetings..............................................................................10

         Section 22.       Quorum and Voting.....................................................................11

         Section 23.       Action without Meeting................................................................12

         Section 24.       Fees and Compensation.................................................................12

         Section 25.       Committees............................................................................12

         Section 26.       Organization..........................................................................13


                                       i.

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                               PAGE

ARTICLE V             OFFICERS...................................................................................13

         Section 27.       Officers Designated...................................................................13

         Section 28.       Tenure and Duties of Officers.........................................................14

         Section 29.       Delegation of Authority...............................................................15

         Section 30.       Resignations..........................................................................15

         Section 31.       Removal...............................................................................15

ARTICLE VI            EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE
                      CORPORATION................................................................................15

         Section 32.       Execution of Corporate Instruments....................................................15

         Section 33.       Voting of Securities Owned by the  Corporation........................................16

ARTICLE VII           SHARES OF STOCK............................................................................16

         Section 34.       Form and Execution of Certificates....................................................16

         Section 35.       Lost Certificates.....................................................................17

         Section 36.       Transfers.............................................................................17

         Section 37.       Fixing Record Dates...................................................................17

         Section 38.       Registered Stockholders...............................................................18

ARTICLE VIII          OTHER SECURITIES OF THE CORPORATION........................................................18

         Section 39.       Execution of Other Securities.........................................................18

ARTICLE IX            DIVIDENDS..................................................................................19

         Section 40.       Declaration of Dividends..............................................................19

         Section 41.       Dividend Reserve......................................................................19

ARTICLE X             FISCAL YEAR................................................................................19

         Section 42.       Fiscal Year...........................................................................19

ARTICLE XI            INDEMNIFICATION............................................................................19

         Section 43.       Indemnification of Directors, Executive Officers, Other Officers, Employees
                           and Other Agents......................................................................19

ARTICLE XII           NOTICES....................................................................................23

         Section 44.       Notices...............................................................................23

ARTICLE XIII          AMENDMENTS.................................................................................24

         Section 45.       Amendments............................................................................24


                                       ii.

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                               PAGE

ARTICLE XIV           LOANS TO OFFICERS..........................................................................24

         Section 46.       Loans to Officers.....................................................................24

iii.


BYLAWS

OF

OMNICELL MERGER CORPORATION

(A DELAWARE CORPORATION)

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

SECTION 2. OTHER OFFICES. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

SECTION 3. CORPORATE SEAL. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.

SECTION 5. ANNUAL MEETINGS.

(a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation's notice of meeting of stockholders; (ii) by or at the

1.


direction of the Board of Directors; or (iii) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the notice procedures set forth in Section 5.

(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of Section 5(a) of these Bylaws, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii) such other business must be a proper matter for stockholder action under the Delaware General Corporation Law ("DGCL"), (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in this Section 5(b)), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation's voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation's voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 5. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation's books,

2.


and of such beneficial owner, (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the corporation's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation's voting shares to elect such nominee or nominees (an affirmative statement of such intent, a "Solicitation Notice").

(c) Notwithstanding anything in the second sentence of
Section 5(b) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section 5 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

(d) Only such persons who are nominated in accordance with the procedures set forth in this Section 5 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 5. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

(e) Notwithstanding the foregoing provisions of this
Section 5, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders' meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.

(f) For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

SECTION 6. SPECIAL MEETINGS.

(a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total

3.


number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption).

At any time or times that the corporation is subject to Section 2115(b) of the California General Corporation Law ("CGCL"), stockholders holding five percent (5%) or more of the outstanding shares shall have the right to call a special meeting of stockholders only as set forth in Section 18(c) herein.

(b) If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of
Section 7 of these Bylaws. If the notice is not given within one hundred
(100) days after the receipt of the request, the person or persons properly requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

(c) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who is a stockholder of record at the time of giving notice provided for in these Bylaws who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 6(c). In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the corporation's notice of meeting, if the stockholder's notice required by Section 5(b) of these Bylaws shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above.

SECTION 7. NOTICE OF MEETINGS. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of

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stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

SECTION 8. QUORUM. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

SECTION 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 10. VOTING RIGHTS. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an

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agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

SECTION 11. JOINT OWNERS OF STOCK. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section
217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

SECTION 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

SECTION 13. ACTION WITHOUT MEETING.

(a) Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

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Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

(c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228 (c) of the DGCL. If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d) Notwithstanding the foregoing, no such action by written consent may be taken following the closing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), covering the offer and sale of Common Stock of the corporation (the "Initial Public Offering").

SECTION 14. ORGANIZATION.

(a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

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ARTICLE IV

DIRECTORS

SECTION 15. NUMBER AND TERM OF OFFICE. The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

SECTION 16. POWERS. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

SECTION 17. CLASSES OF DIRECTORS.

(a) Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the closing of the Initial Public Offering, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Initial Public Offering, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Initial Public Offering, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, this Section 17(a) shall become effective and apply only when the corporation is a "listed" corporation within the meaning of Section 301.5 of the CGCL.

(b) In the event that the corporation is unable to have a classified Board of Directors under applicable law, Section 17(a) of these Bylaws shall not apply and all directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting.

(c) No stockholder entitled to vote at an election for directors may cumulate votes to which such stockholder is entitled, unless, at the time of the election, the corporation (i) is subject to Section 2115(b) of the CGCL AND (ii) is not or ceases to be a "listed" corporation under Section 301.5 of the CGCL. During this time, every stockholder entitled to vote at an election for directors may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder's shares are otherwise entitled, or distribute the stockholder's votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however,

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shall be entitled to so cumulate such stockholder's votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention to cumulate such stockholder's votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

SECTION 18. VACANCIES.

(a) Unless otherwise provided in the Certificate of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 18 in the case of the death, removal or resignation of any director.

(b) If at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in offices as aforesaid, which election shall be governed by Section 211 of the DGCL.

(c) At any time or times that the corporation is subject to
Section 2115(b) of the CGCL, if, after the filling of any vacancy, the directors then in office who have been elected by stockholders shall constitute less than a majority of the directors then in office, then

(1) Any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for those directors may call a special meeting of stockholders; or

(2) The Superior Court of the proper county shall, upon application of such stockholder or stockholders, summarily order a special meeting of stockholders, to be held

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to elect the entire board, all in accordance with Section 305(c) of the CGCL. The term of office of any director shall terminate upon that election of a successor.

SECTION 19. RESIGNATION. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

SECTION 20. REMOVAL.

(a) During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such director's removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director's most recent election were then being elected.

(b) Following any date on which the corporation is no longer subject to Section 2115(b) of the CGCL and subject to any limitations imposed by law, Section 20(a) above shall no longer apply and removal shall be as provided in Section 141(k) of the DGCL.

SECTION 21. MEETINGS.

(a) ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be held immediately before or after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b) REGULAR MEETINGS. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors. No formal notice shall be required for regular meetings of the Board of Directors.

(c) SPECIAL MEETINGS. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place

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within or without the State of Delaware whenever called by the Chairman of the Board, the President or any two of the directors

(d) TELEPHONE MEETINGS. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e) NOTICE OF MEETINGS. Notice of the time and place of all meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f) WAIVER OF NOTICE. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 22. QUORUM AND VOTING.

(a) Unless the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Certificate of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; PROVIDED, HOWEVER, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

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SECTION 23. ACTION WITHOUT MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

SECTION 24. FEES AND COMPENSATION. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

SECTION 25. COMMITTEES.

(a) EXECUTIVE COMMITTEE. The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

(b) OTHER COMMITTEES. The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

(c) TERM. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to any requirements of any outstanding series of preferred Stock and the provisions of subsections (a) or (b) of this Bylaw, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from

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voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d) MEETINGS. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

SECTION 26. ORGANIZATION. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President (if a director), or if the President is absent, the most senior Vice President (if a director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, any Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

SECTION 27. OFFICERS DESIGNATED. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

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SECTION 28. TENURE AND DUTIES OF OFFICERS.

(a) GENERAL. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.

(c) DUTIES OF PRESIDENT. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

(d) DUTIES OF VICE PRESIDENTS. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e) DUTIES OF SECRETARY. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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(f) DUTIES OF CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

SECTION 29. DELEGATION OF AUTHORITY. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

SECTION 30. RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

SECTION 31. REMOVAL. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES
OWNED BY THE CORPORATION

SECTION 32. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

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All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

SECTION 33. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

SECTION 34. FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

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SECTION 35. LOST CERTIFICATES. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

SECTION 36. TRANSFERS.

(a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

SECTION 37. FIXING RECORD DATES.

(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty
(60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) Prior to the Initial Public Offering, in order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for

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determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 38. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

SECTION 39. EXECUTION OF OTHER SECURITIES. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; PROVIDED, HOWEVER, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer

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who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX

DIVIDENDS

SECTION 40. DECLARATION OF DIVIDENDS. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

SECTION 41. DIVIDEND RESERVE. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

SECTION 42. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

SECTION 43. INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS.

(a) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, "executive officers" shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by the DGCL or any other applicable law; PROVIDED, HOWEVER, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, PROVIDED, FURTHER, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the

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proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

(b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The corporation shall have power to indemnify its other officers, employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person except executive officers to such officers or other persons as the Board of Directors shall determine.

(c) EXPENSES. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or executive officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Section 43 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section 43, no advance shall be made by the corporation to an executive officer of the corporation (except by reason of the fact that such executive officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d) ENFORCEMENT. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Section 43 to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any

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claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or executive officer is not entitled to be indemnified, or to such advancement of expenses, under this Section 43 or otherwise shall be on the corporation.

(e) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation Law, or by any other applicable law.

(f) SURVIVAL OF RIGHTS. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) INSURANCE. To the fullest extent permitted by the DGCL or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section 43.

(h) AMENDMENTS. Any repeal or modification of this Section 43 shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i) SAVING CLAUSE. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this
Section 43 that shall not have been invalidated, or by any other applicable law. If this Section 43 shall be invalid due to the application of the indemnification provisions of

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another jurisdiction, then the corporation shall indemnify each director and executive officer to the full extent under any other applicable law.

(j) CERTAIN DEFINITIONS. For the purposes of this Bylaw, the following definitions shall apply:

(1) The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2) The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3) The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 43 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4) References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5) References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section 43.

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ARTICLE XII

NOTICES

SECTION 44. NOTICES.

(a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b) NOTICE TO DIRECTORS. Any notice required to be given to any director may be given by the method stated in subsection (a), or by overnight delivery service, facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d) TIME NOTICES DEEMED GIVEN. All notices given by mail or by overnight delivery service, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

(e) METHODS OF NOTICE. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(f) FAILURE TO RECEIVE NOTICE. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

(g) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a

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certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(h) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

ARTICLE XIII

AMENDMENTS

SECTION 45. AMENDMENTS. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the voting stock of the corporation entitled to vote. The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws.

ARTICLE XIV

LOANS TO OFFICERS

SECTION 46. LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

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OMNICELL.COM

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


OMNICELL.COM

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the 20th day of January, 2000, by and among OMNICELL.COM, a California corporation (the "Company") the holders of Series A through J Preferred Stock set forth on Exhibit A (the "Prior Holders") and the purchasers of Series K Preferred Stock (the "Purchasers") listed on Exhibit B hereto. The Prior Holders and the Purchasers are collectively referred to hereinafter as the "Investors" and each individually as an "Investor."

RECITALS

WHEREAS, the Company and the Prior Holders are parties to the Series A Preferred Subscription Agreements entered into on or around October 1992, the Series B Preferred Subscription Agreements entered into on or around May 1993, the Series C Preferred Stock Purchase Agreement dated May 14, 1993, the Series D Preferred Stock Purchase Agreement dated October 25, 1993, the Series E Preferred Stock Purchase Agreement dated December 22, 1993, the Series F Preferred Stock Purchase Agreement dated June 8, 1994, the Series G Preferred issued in May through July 1995, and the Series H Preferred Stock Agreement dated September 18, 1995 (collectively, the "Prior Agreements") pursuant to which the Company granted the Prior Holders certain participation, registration and information rights.

WHEREAS, the Purchasers are purchasing shares of the Company's Series K Preferred Stock (the "Series K Preferred") pursuant to that certain Series K Preferred Stock Purchase Agreement (the "Purchase Agreement") of even date herewith; (the "Financing").

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement;

WHEREAS, the Company and the Prior Holders intend that this Agreement shall supercede the portion of the Prior Agreements related to participation, registration and information rights, all the Prior Holders shall be deemed to be parties to this Agreement and that the Prior Agreements shall terminate upon the Closing of the Financing; and

WHEREAS, in connection with the consummation of the Financing, the parties desire to enter into this Agreement in order to grant registration, information rights and other rights to the Holders and Investors as set forth below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:


SECTION 1. GENERAL.

1.1 DEFINITIONS. As used in this Agreement the following terms shall have the following respective meanings:

"Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

"Conversion Stock" means the Common Stock issued or issuable pursuant to conversion of the Company's outstanding Series A Preferred issued pursuant to the Subscription Agreements on or around October 1992, Series B Preferred issued pursuant to the Subscription Agreements on or around May 1993, Series C Preferred issued pursuant to the Series C Preferred Stock Purchase Agreement dated May 14, 1993, Series D Preferred issued pursuant to the Series D Preferred Stock Purchase Agreement dated October 25, 1993, Series E Preferred issued pursuant to the Series E Preferred Stock Purchase Agreement dated December 22, 1993, the Series F Preferred issued pursuant to the Series F Preferred Stock Purchase Agreement dated June 8, 1994, the Series G Preferred issued in May through July 1995, the Series H Preferred issued pursuant to the Series H Preferred Stock Agreement dated September 18, 1995, the Series J Preferred issued upon the conversion of the Series I Preferred issued pursuant to the Series I Preferred Stock Agreement dated June 7, 1996 and the Series K Preferred issued pursuant to the Purchase Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Form S-3" means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

"Holder" means any Investor holding Registrable Securities and purchasers of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, or Series H Preferred (who for purposes of Section 2 of this Agreement, shall be included in the definition of "Investor") and any persons holding Registrable Securities to whom the rights under Section 2 have been transferred in accordance with Section 2.12 hereof.

"Initial Offering" means the Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

"Initiating Holders" shall mean any Holders who in the aggregate are Holders of at least 40% of the Registrable Securities.

"Register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

"Registrable Securities" means (a) Conversion Stock; and
(b) any Common Stock of the Company issued or issuable in respect of the Conversion Stock or other securities issued


or issuable pursuant to the conversion of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series J Preferred and Series K Preferred upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issued or issuable with respect to such securities; provided however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (i) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction or (ii) transferred without concurrent transfer of registration rights pursuant to
Section 2.12. "Registrable Securities then outstanding" shall be the number of shares determined by calculating the total number of shares of the Company's Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible securities.

"Registration Expenses" shall mean all expenses incurred by the Company in complying with Sections 2.4, 2.5 and 2.6 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements not to exceed twenty-five thousand dollars ($25,000) of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

"Restricted Securities" shall mean the securities of the Company required to bear the legend set forth in Section 2.2 hereof.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale.

"Shares" shall mean the Company's Preferred Stock held by the Holders listed on Exhibit A hereto and their permitted assigns.

SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER.

2.1 RESTRICTIONS ON TRANSFERABILITY. The Shares and the Conversion Stock shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 2, which conditions are intended to ensure compliance with the provisions of the Securities Act. Each Investor will cause any proposed purchaser, assignee, transferee, or pledgee of the Shares or the Conversion Stock held by an Investor to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2.

2.2 RESTRICTIVE LEGEND. Each certificate representing (i) the Shares,
(ii) the Conversion Stock and (iii) any other securities issued in respect of the Shares or the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 2.3 below) be stamped or


otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER COMPLIES WITH THE PROVISIONS OF RULE 144 UNDER THE ACT IN THE OPINION OF COUNSEL TO THE COMPANY OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

Each Purchaser and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares or the Common Stock in order to implement the restrictions on transfer established in this Section 2.

Any legend endorsed on a certificate as described above shall be removed and the Company shall issue a certificate without such legend to the holder of such security if such security is registered under the Securities Act or if a notification under Regulation A of the Securities Act is in effect with respect thereto, or if such security may be sold under Rule 144(k) of the Commission under the Securities Act.

2.3 NOTICE OF PROPOSED TRANSFERS. The Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied (except in the case of (i) a transfer not involving a change in beneficial ownership, (ii) a transfer which complies with the provisions of Rule 144 under the Securities Act in the opinion of counsel to the Company, (iii) a transaction involving the distribution of Restricted Securities by any Holder to any of its partners, retired partners, or to the estate of any of its partners or retired partners, or to such Holder's spouse, siblings, spouse of such siblings, ancestors and descendants and any trust established solely for such Holder's benefit or for the benefit of such Holder's spouse, siblings, ancestors and/or descendants, or to such Holder's "affiliates", as defined under the Securities Act), at such Holder's expense, by either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company addressed to the Company, to the effect proposed that


the transfer of the Restricted Securities may be effected without registration under the Securities Act or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such Holder and the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

2.4 REQUESTED REGISTRATION.

(a) REQUEST FOR REGISTRATION. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to such Initiating Holders' Registrable Securities where the reasonably anticipated aggregate offering price to the public, net of underwriting discounts and commissions, would exceed $5,000,000, the Company shall:

(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and

(ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company;

Provided, however, that the Company shall not be obligated to file a registration statement to effect any such registration, qualification or compliance pursuant to this Section 2.4:

(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(B) Starting on a date sixty (60) days prior to and ending on a date four months immediately following the effective date of any registration statement pertaining to the securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;


(C) After (i) the Company has effected two such registrations pursuant to this Section 8.5 (provided such Holders are able to register at least 90% of the shares of Registrable Securities for which they requested registration) and (ii) each such registration has been declared or ordered effective; or

(D) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.4 shall be deferred for a period not to exceed 120 days from the date of receipt of written request from the Initiating Holders.

Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders.

(b) UNDERWRITING. In the event that the Initiating Holders specify that a registration pursuant to Section 2.4 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.4(a)(i). In such event, the right of any Holder to registration pursuant to Section 2.4 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this
Section 2.4, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein.

The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter of nationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.4, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities who have elected to participate in such offering and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 120 days after the effective date of such registration, or such other shorter period of time as the underwriters may permit. If by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation then imposed by the underwriters), then the Company shall offer to all Holders, if any, whose shares have been


excluded from the registration by the terms of this paragraph, the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2.4(b) up to the limitation then imposed by the Underwriters.

2.5 COMPANY REGISTRATION.

(a) NOTICE OF REGISTRATION. If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Commission Rule 145 transaction or (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of convertible debt securities which are also being registered, the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 30 days after receipt of such written notice from the Company, by any Holder.

(b) UNDERWRITING. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.5(a)(i). In such event the right of any Holder to registration pursuant to Section 2.5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein.

All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. If the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting and then the Company shall so advise all Holders of Registrable Securities who have elected to participate in such offering and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement but the foregoing shall not be interpreted to require any cutback in the number of shares to be sold by the Company in such an offering. Notwithstanding the above, in the event of an offering other than the Company's initial public offering, the number of Registrable Securities included in such offering shall not be reduced to less than 20% of the shares to be offered in such offering.

If any Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If by the withdrawal of such Registrable Securities a greater number of


Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation then imposed by the underwriters), then the Company shall offer to all Holders, if any, whose shares have been excluded from the registration by the terms of this paragraph, the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section up to the limitation then imposed by the Underwriters.

(c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the right to terminate or withdraw any registration initiated by it under this
Section 2.5 prior to the effectiveness of such registration whether or not any Holder elected to include securities in such registration.

2.6 REGISTRATION ON FORM S-3.

(a) If a Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than four registrations pursuant to this
Section 2.6. The substantive provisions of Section 2.4(b) shall be applicable to each registration initiated under this Section 2.6. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.6 and shall provide a reasonable opportunity for other Holders to participate in the registration.

(b) Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement pursuant to this Section 2.6:

(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an offering solely to employees);

(iii) starting with a date sixty (60) days prior to, and ending on a date four months immediately following, the effective date of any registration statement pertaining to the securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;


(iv) if the shares held by such Holder can be sold pursuant to Rule 144 within a three month period of the date of the request for a registration under this Section 2.6 and the applicable Holder holds less than two (2%) percent of the outstanding voting stock of the Company; or

(v) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration by such Holder.

2.7 EXPENSES OF REGISTRATION.

All Registration Expenses incurred in connection with all registrations pursuant to Sections 2.4, 2.5 and 2.6 shall be borne by the Company. Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of such securities pro rata on the basis of the number of shares so registered and sold.

2.8 REGISTRATION PROCEDURES. In the case of each registration, qualification or compliance effected by the Company pursuant to this Section 2, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof, including any stop order or other proceeding initiated with respect to such offering. At its expense the Company will:

(a) Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least two (2) years or until the distribution described in the Registration Statement has been completed, whichever first occurs; and

(b) Furnish to the Holders participating in such registration such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holders may reasonably request.


2.9 INDEMNIFICATION.

(a) The Company will indemnify each Holder, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this
Section 2, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act or any state securities law or any rule or regulation promulgated thereunder applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by any Holder, controlling person or underwriter and stated to be specifically for use therein; provided, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the Commission at the time the registration statement becomes effective or the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act and such failure to furnish such Final Prospectus was the cause of such loss, liability, claim or damage.

(b) Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons,


underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the Commission at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act and such failure to furnish such Final Prospectus was the cause of such loss, liability, claim or damage. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the net proceeds received for the shares sold by such Holder.

(c) Each party entitled to indemnification under this Section
2.9 (the "Indemnified Party") shall give written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party shall have the option to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No claim may be settled without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

2.10 INFORMATION BY HOLDER. Each Holder holding Registrable Securities included in any registration shall furnish to the Company such information regarding such Registrable Securities held by them and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Section 2.


2.11 RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public without registration, after such time as a public market exists for the Common Stock of the Company, the Company agrees to use its best efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the Initial Offering, as defined below;

(b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (at any time after it has become subject to such reporting requirements); and

(c) So long as a Purchaser owns any Restricted Securities, to furnish to the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange Act of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing a Purchaser to sell any such securities without registration.

2.12 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company to register securities granted Holders under Sections 2.4, 2.5 and 2.6 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by a Purchaser provided that: (i) such transfer shall otherwise be effected in accordance with applicable securities laws, (ii) such assignee or transferee acquires at least 100,000 shares (adjusted for stock splits, reverse splits, reorganizations and the like) of Registrable Securities, (iii) written notice is promptly given to the Company,
(iv) such transferee agrees to be bound by the provisions of this Section 2 and
(v) such Holder obtains the prior written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the rights to cause the Company to register securities may be assigned to any constituent partner or affiliate of a Holder or to such Holder's spouse, siblings, spouse of such siblings, ancestors and descendants and any trust established solely for such Holder's benefit or for the benefit of such Holder's spouse, siblings, ancestors and/or descendants, without compliance with item (ii) above, provided written notice thereof is promptly given to the Company.

2.13 LOCKUP AGREEMENT. Each holder of Registrable Securities and each transferee pursuant to Section 2 hereof agrees, in connection with any registration of the Company's securities, upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriter, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such


registration as the Company or the underwriters may specify; provided that these obligations shall apply only to the Initial Offering and not to any subsequent registration of the Company's securities; and provided further that this Section 2.13 shall apply only if all officers and directors of the Company who hold shares of stock or options to purchase common stock have signed agreements with the underwriters containing similar restrictions. The holders of Registrable Securities agree that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this Section 2.13.

2.14 TERMINATION. The registration rights granted pursuant to this
Section 2 shall terminate on the fifth anniversary of the closing of the Initial Offering.

SECTION 3. COVENANTS OF THE COMPANY.

3.1 BASIC FINANCIAL INFORMATION AND REPORTING.

(a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, to the extent requested by an Investor the Company will furnish each Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors.

(c) The Company will furnish each Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five
(45) days thereafter, to the extent requested by such Investor a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

3.2 CONFIDENTIALITY OF RECORDS. Each Investor agrees to use, and to use its best efforts to insure that its authorized representatives use, the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to it which the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information to any partner, subsidiary or parent of such Investor for the purpose of


evaluating its investment in the Company as long as such partner, subsidiary or parent is advised of the confidentiality provisions of this Section 3.3.

3.3 RESERVATION OF COMMON STOCK. The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion.

3.4 APPOINTMENT OF AUDIT COMMITTEE MEMBER. The Company will take all actions within its control to cause the appointment of the representative of the Series K Preferred on the Company's Board of Directors as a member of the Audit Committee of the Company's Board of Directors.

3.5 TERMINATION OF COVENANTS. All covenants of the Company contained in
Section 3 of this Agreement shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering, which results in the Preferred Stock being converted into Common Stock or (ii) upon (a) the sale, lease or other disposition of all or substantially all of the assets of the Company or (b) an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction, PROVIDED that this
Section 3.5 shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company (a "Change in Control").

SECTION 4. RIGHTS OF FIRST REFUSAL.

The Company hereby grants to each Investor the right of first refusal to purchase, pro rata, a portion of "New Securities" (as defined in this Section
4) that the Company may, from time to time, propose to sell and issue. Each Investor's pro rata share, for purposes of this right of first refusal, is the ratio (as of the record date set for determining which of the Company's shareholders are entitled to such right of first refusal) of (X) the number of shares of Common Stock owned or issuable (calculated after giving effect to any anti-dilution adjustment as a result of such issuance) upon the conversion of the Preferred Stock owned by such Investor to (Y) the total number of shares of Common Stock outstanding or issuable (calculated after giving effect to any anti-dilution adjustment as a result of such issuance) upon the conversion of all outstanding Preferred Stock. This right of first refusal shall be subject to the following provisions:

(a) "NEW SECURITIES" shall mean any Common Stock and Preferred Stock of the Company whether or not authorized on the date hereof, and rights, options, or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said Common Stock or Preferred Stock; provided, however, that "New Securities" does not include the following:

(i) all shares of Common Stock, or options to purchase shares of Common Stock, issued or granted to officers, directors, employees and consultants of the


Company pursuant to stock and option plans or arrangements approved by the Board of Directors;

(ii) shares of Common Stock issuable upon conversion of any of the Company's Preferred Stock;

(iii) securities of the Company offered to the public pursuant to a registration statement filed under the Securities Act;

(iv) securities of the Company issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets, or other reorganization whereby the Company owns not less than fifty-one percent (51%) of the voting power of such other corporation;

(v) shares of Common Stock or Preferred Stock issued in connection with any stock split, stock dividend, or recapitalization by the Company; or

(vi) shares of Common Stock or Preferred Stock (or options or warrants therefore) issued in connection with bona fide equipment, accounts receivable, or other similar debt financing undertaken with a leasing company, bank, or other financial institution regularly engaged in the business of lending money.

(b) In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intention, describing the number and type of New Securities, the price, the general terms upon which the Company proposes to issue the same, and Investor's pro rata share of the New Securities. Each Investor shall have ten (10) business days from the date such notice is given to agree to purchase up to its pro rata share of such New Securities at the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.

(c) The Company shall have ninety (90) days after giving the notice referred to above to sell (or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) days from the date of such agreement) with the New Securities respecting which the Investor's rights were not exercised at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within such ninety (90) day period (or sold and issued New Securities in accordance with the foregoing within thirty (30) days from the date of such agreement), the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Purchasers in the manner provided above.

(d) The right of first refusal granted under this Agreement shall expire upon the date of the Initial Offering.

(e) This right of first refusal can be assigned, but only in connection with an assignment of the Shares, and not to a party who is, or who has an interest in, a competitor or potential competitor of the Company, as determined by the Company's Board of Directors.


(f) This right of first refusal shall not apply to Investors who no longer own any Shares or Common Stock issuable upon conversion thereof as of the date of the notice referred to above.

SECTION 5. MISCELLANEOUS.

5.1 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.

5.2 SURVIVAL. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by any Holder and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

5.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time; PROVIDED, HOWEVER, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price.

5.4 ENTIRE AGREEMENT. This Agreement, the Exhibits and Schedules hereto, the Purchase Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein. Sections 8 and 9 of each of the Prior Agreements which relate to participation, registration and information rights shall terminate and be superceded by this Agreement

5.5 SEVERABILITY. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 5.6 AMENDMENT AND WAIVER.

(a) Except as otherwise expressly provided, this Agreement may be amended or modified only upon the written consent of the Company and the holders of at least a majority of the Registrable Securities; PROVIDED, HOWEVER, that this Agreement may not be amended or modified to adversely affect the Series K Preferred differently than any other series of Preferred Stock without the approval of at least a majority of the shares of Series K Preferred.


(b) Except as otherwise expressly provided, the obligations of the Company and the rights of the Holders under this Agreement may be waived only with the written consent of the holders of at least a majority of the Registrable Securities; PROVIDED, HOWEVER, that the obligations under this Agreement may not be waived to adversely affect the Series K Preferred differently than any other series of Preferred Stock without the approval of at least a majority of the shares Series K Preferred.

(c) For the purposes of determining the number of Holder or Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company.

5.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any Holder, upon any breach, default or noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any Holder's part of any breach, default or noncompliance under the Agreement or any waiver on such Holder's part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not alternative.

5.8 NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on the signature pages hereof or Exhibit A hereto or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto.

5.9 ATTORNEYS' FEES. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

5.10 TITLES AND SUBTITLES. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.11 ADDITIONAL INVESTORS.

(a) Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock may become a party to this


Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an "Investor" hereunder.

(b) Notwithstanding anything to the contrary contained herein, if the Company shall issue Equity Securities in accordance with Section 4(iv) or
(vi) of this Agreement, any purchaser of such Equity Securities may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an "Investor" hereunder.

5.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[THIS SPACE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:  /s/ Earl E. Fry                       By:
     ------------------------------           ---------------------------------
     Earl E. Fry                                 John D. Stobo, Jr.
     Vice President and                          Managing Member
     Chief Financial Officer


                                           PURCHASER:
                                                     --------------------------
                                           By:
                                              --------------------------------
                                           Name:
                                                ------------------------------
                                           Title:
                                                 -----------------------------

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By: /s/ John D. Stobo, Jr.
   --------------------------------          ----------------------------------
         Earl E. Fry                                John D. Stobo, Jr.
         Vice President and                         Managing Member
         Chief Financial Officer


                                           PURCHASER:
                                                     --------------------------
                                           By:
                                              ---------------------------------
                                           Name:
                                                ------------------------------
                                           Title:
                                                 -----------------------------

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: SHELDON ASHER TRUST

By: /s/ Sheldon D. Asher
   --------------------------------

Print Name: Sheldon D. Asher
           ------------------------
Title:
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:

Name:

Title:

PRIOR HOLDERS:

SHAREHOLDER: HB ATKINSON CHARITABLE
TRUST

By: /s/ John C. Atkinson
   --------------------------------

Print Name: John C. Atkinson
           ------------------------

Title: Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: DELPHI VENTURES II, L.P.

BY: DELPHI MANAGEMENT PARTNERS II, L.P.
GENERAL PARTNER

By: /s/ Donald J. Lothrop
   --------------------------------
Print Name: Donald J. Lothrop
           ------------------------
Title:  General Partner
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: DELPHI BIOINVESTMENTS II, L.P.

BY: DELPHI MANAGEMENT PARTNERS II, L.P.
GENERAL PARTNER

By: /s/ Donald J. Lothrop
   --------------------------------
Print Name: Donald J. Lothrop
           ------------------------
Title:  General Partner
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: CHRISTOPHER J. DUNN

By: /s/ Christopher J. Dunn
   --------------------------------
Print Name: Christopher J. Dunn, MD
           ------------------------
Title: MD
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: JAMES C. GAITHER

By: /s/ James C. Gaither
   --------------------------------
Print Name: James C. Gaither
           ------------------------
Title:
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: THE INDIVIDUALS VENTURE FUND (1994) LP

By: /s/ Roger Barry
   --------------------------------
Print Name: Roger Barry
           ------------------------
Title: Managing Member
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: DELBERT A. LIPPS

By: /s/ Delbert A. Lipps
   --------------------------------
Print Name: Delbert A. Lipps
           ------------------------
Title:
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR DAVID A. LIPPS

By: /s/ Randall A. Lipps
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR ELIZABETH A. LIPPS

By: /s/ Randall A. Lipps
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR JOSHUA A. LIPPS

By: /s/ Randall A. Lipps
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR MARY MARGARET A. LIPPS

By: /s/ Randall A. Lipps
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR NATHAN A. LIPPS

By: /s/ Randall A. Lipps
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR SARAH A. LIPPS

By: /s/ Randall A. Lipps
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR ZACHARY A. LIPPS

By: /s/ Randall A. Lipps
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: BENJAMIN LIPPS IRREVOCABLE TRUST

By: /s/ Randall A. Lipps
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title:         Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: MEDICUS VENTURE PARTNERS 1993, A CALIFORNIA LIMITED PARTNERSHIP

By: MEDICUS MANAGEMENT PARTNERS,
GENERAL PARTNER

By: /s/ Frederick J. Dotzler
   --------------------------------
Print Name: Frederick J. Dotzler
           ------------------------
Title: General Partner
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: MEDICUS VENTURE PARTNERS 1994, A CALIFORNIA LIMITED PARTNERSHIP

BY: MEDICUS MANAGEMENT PARTNERS,
GENERAL PARTNER

By: /s/ Frederick J. Dotzler
   --------------------------------
Print Name: Frederick J. Dotzler
           ------------------------
Title: General Partner
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: MEDICUS VENTURE PARTNERS 1995, A CALIFORNIA LIMITED PARTNERSHIP

BY: MEDICUS MANAGEMENT PARTNERS,
GENERAL PARTNER

By: /s/ Frederick J. Dotzler
   --------------------------------
Print Name: Frederick J. Dotzler
           ------------------------
Title: General Partner
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: NASSAU CAPITAL PARTNERS L.P.

BY: NASSAU CAPITAL LLC, ITS GENERAL PARTNER

By: /s/ Randall A. Hack
   --------------------------------
Print Name: Randall A. Hack
           ------------------------
Title: Member
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: NAS PARTNERS I, LLC

By: /s/ Randall A. Hack
   --------------------------------
Print Name: Randall A. Hack
           ------------------------
Title: Member
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: OAK VI AFFILIATES FUND

By: /s/ Edward F. Glassmeyer
   --------------------------------
Print Name: Edward F. Glassmeyer
           ------------------------
Title:
      -----------------------------
Managing Member of Oak VI Affiliates, LLC.
The General Partner of
Oak VI Affiliates Fund,
Limited Partnership

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: OAK INVESTMENT PARTNERS, VI, LIMITED PARTNERSHIP

By: /s/ Edward F. Glassmeyer
   --------------------------------
Print Name: Edward F. Glassmeyer
           ------------------------
Title:
      -----------------------------

Managing Member of Oak Associates VI, LLC. The General Partner of
Oak Investment Partners VI,
Limited Partnership

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: PANTHEON INTERNATIONAL PARTICIPATIONS

By: /s/ R.M. Swire
   --------------------------------
Print Name: R.M. Swire
           ------------------------
Title:            Director
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: SEQUOIA CAPITAL VI

SEQUOIA TECHNOLOGY PARTNERS VI
SEQUOIA 1995

By: /s/ Thomas F. Stephenson
   --------------------------------
Print Name: Thomas F. Stephenson
           ------------------------
Title:
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: TIMOTHY J. AND OVEL G. SHEEHAN

By: /s/ Timothy J. Sheehan
   --------------------------------
Print Name: Timothy J. Sheehan
           ------------------------
Title:            Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: DENNIS J. SHEEHAN

By: /s/ Dennis J. Sheehan
   --------------------------------
Print Name: Dennis J. Sheehan
           ------------------------
Title:
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: ERIC F. SHEEHAN

By: /s/ Dennis J. Sheehan
   --------------------------------
Print Name: Dennis J. Sheehan
           ------------------------
Title:            Custodian
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: BENJAMIN SHEEHAN

By: /s/ Dennis J. Sheehan
   --------------------------------
Print Name: Dennis J. Sheehan
           ------------------------
Title:            Custodian
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: SHARON A. SHEEHAN

By: /s/ Sharon A. Sheehan
   --------------------------------
Print Name: Sharon A. Sheehan
           ------------------------
Title:
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP

By: /s/ William H. Younger, Jr.
   --------------------------------
Print Name: William H. Younger, Jr.
           ------------------------
Title: Managing Director of the General Partner
      -----------------------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: TOW PARTNERS, L.P.

By: /s/ Paul M. Wythes
   --------------------------------
Print Name: Paul M. Wythes
           ------------------------
Title:   General Partner
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: WILLIAM H. YOUNGER, JR.

By: /s/ William H. Younger, Jr.
   --------------------------------
Print Name: William H. Younger, Jr.
           ------------------------
Title:
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member

PURCHASER:

By:
Name:
Title:

PRIOR HOLDERS:

SHAREHOLDER: THE YOUNGER LIVING TRUST

By: /s/ William H. Younger, Jr.
   --------------------------------
Print Name: William H. Younger, Jr.
           ------------------------
Title:   Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
          Earl E. Fry                                John D. Stobo, Jr.
          Vice President and Chief                    Managing Member
          Financial Officer


                                           SUTTER HILL VENTURES,
                                           A CALIFORNIA LIMITED PARTNERSHIP



                                           By: /s/ William H. Younger, Jr.
                                              ---------------------------------
                                           Name: William H. Younger, Jr.
                                                 Managing Director of the
                                                 General Partner

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
           Earl E. Fry                                John D. Stobo, Jr.
           Vice President and Chief                     Managing Member
           Financial Officer


                                           SUTTER HILL ENTREPRENEURS FUND (AI),
                                           L.P.

                                           By: /s/ William H. Younger, Jr.

                                           Name: William H. Younger, Jr.
                                                 Managing Director of the
                                                 General Partner

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
           Earl E. Fry                                John D. Stobo, Jr.
           Vice President and Chief                    Managing Member
           Financial Officer


                                           SUTTER HILL ENTREPRENEURS FUND (QP),
                                           L.P.

                                           By: /s/ William H. Younger, Jr.

                                           Name: William H. Younger, Jr.
                                                 Managing Director of the
                                                 General Partner

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
           Earl E. Fry                                John D. Stobo, Jr.
           Vice President and Chief                    Managing Member
           Financial Officer


                                           THE ANDERSON LIVING TRUST, U/A/D
                                           1/22/98

                                           By: /s/ David L. Anderson
                                                   David L. Anderson, Trustee

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           ANVEST, L.P.

                                           By: /s/ David L. Anderson
                                                   David  L.  Anderson,
                                                   General Partner

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           G. LEONARD BAKER, JR.

                                           By: /s/ G. Leonard Baker Jr.

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           SAUNDERS HOLDINGS, L.P.

                                           By: /s/ G. Leonard Baker, Jr.
                                                   G. Leonard Baker, Jr.,
                                                   General Partner

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           THE YOUNGER LIVING TRUST, U/A/D
                                           1/20/95

                                           By: /s/ William H. Younger, Jr.
                                                   William H. Younger, Jr.,
                                                   Trustee

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           TENCH COXE, TRUSTEE,
                                           THE TAMERLANE CHARITABLE REMAINDER
                                           UNITRUST

                                           By: /s/ Tenche Coxe
                                                   Tenche Coxe, Trustee

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           PAUL M. & MARSHA R. WYTHES, TRUSTEES
                                           THE WYTHES LIVING TRUST (7/21/87)

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           TOW PARTNERS,
                                           A CALIFORNIA LIMITED PARTNERSHIP

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           WYTHES 1999 GRANDCHILDREN'S TRUST
                                           JENNIFER W. VETTEL, PAUL M. WYTHES,
                                           LINDA W. KNOLL, TRUSTEES

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           GREGORY P. SANDS

                                           By: /s/ Gregory P. Sands

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           LAWRENCE EBRINGER

                                           By: /s/ Lawrence Ebringer

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           JAMES C. GAITHER

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           RONALD L. PERKINS

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           WELLS FARGO BANK, TRUSTEE
                                           SHV M/P/T FBO SHERRYL W. HOSSACK

                                           By: /s/ Vicki M. Bandel
                                                    Vicki M. Bandel
                                                    Asst. V.P. and Trust Officer

                                           By: /s/ S. Matson
                                                    S. Matson
                                                    Asst. V.P. and Trust Officer

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           WELLS FARGO BANK, TRUSTEE
                                           SHV M/P/T FBO MICHELE Y. PHUA

                                           By: /s/ Vicki M. Bandel
                                                    Vicki M. Bandel
                                                    Asst. V.P. and Trust Officer

                                           By: /s/ S. Matson
                                                    S. Matson
                                                    Asst. V.P. and Trust Officer

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           GENSTAR INVESTMENT CORPORATION

                                           By: /s/ Richard D. Paterson

                                           Name: Richard D. Paterson

                                           Title: Executive Vice President

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           NAS PARTNERS I

                                           By: /s/ Randall A. Hack

                                           Name: Randall A. Hack

                                           Title: Member

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           NASSAU CAPITAL PARTNERS

                                           By: /s/ Randall A. Hack

                                           Name: Randall A. Hack

                                           Title: Member

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           FRED A. DOTZLER

                                           By: /s/ Fred Dotzler
                                                  Fred Dotzler
                                                  as an individual

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           COMMERCE ONCE, INC.

                                           By: /s/ Robert M. Tarkoff

                                           Name: Robert M. Tarkoff

                                           Title: Senior VP & General Counsel

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           FFT PARTNERS II, L.P.

                                           By: FFT GP II, LLC

                                           Its: General Partner

                                           By: /s/ Carlos A. Ferrer
                                                  Carlos A. Ferrer
                                                  Member

PRIOR HOLDERS:

SHAREHOLDER:
By:
Print Name:
Title:

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS: GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: PANTHEON INTERNATIONAL PARTICIPATIONS

By: /s/ R.M. Swire
   --------------------------------

Print Name: R.M. Swire
           ------------------------

Title:            Director
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: SEQUOIA CAPITAL VI

SEQUOIA TECHNOLOGY PARTNERS VI
SEQUOIA 1995

By: /s/ Thomas F. Stephenson
   --------------------------------

Print Name: Thomas F. Stephenson
           ------------------------

Title:_____________________________

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: TIMOTHY J. AND OVEL G. SHEEHAN

By: /s/ Timothy J. Sheehan
   --------------------------------

Print Name: Timothy J. Sheehan
           ------------------------

Title:            Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: Dennis J. Sheehan

By: /s/ Dennis J. Sheehan
-----------------------------------

Print Name: Dennis J. Sheehan
-----------------------------------

Title:_____________________________

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: MATTHEW J. SHEEHAN

By: /s/ Dennis J. Sheehan
   --------------------------------

Print Name: Dennis J. Sheehan
           ------------------------

Title:            Custodian
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: DENNIS AND SHARON SHEEHAN

By: /s/ Dennis J. Sheehan
   --------------------------------

Print Name: Dennis J. Sheehan
           ------------------------

Title:_____________________________

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: ERIC F. SHEEHAN

By: /s/ Dennis J. Sheehan
   --------------------------------

Print Name: Dennis J. Sheehan
           ------------------------

Title:            Custodian
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: BENJAMIN SHEEHAN

By: /s/ Dennis J. Sheehan
   --------------------------------

Print Name: Dennis J. Sheehan
           ------------------------

Title:            Custodian
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: SHARON A. SHEEHAN

By: /s/ Sharon A. Sheehan
   --------------------------------

Print Name: Sharon A. Sheehan
           ------------------------

Title:_____________________________

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP

By: /s/ William H. Younger, Jr.
   --------------------------------

Print Name: William H. Younger, Jr.
           ------------------------

Title:   Managing Director Of The General Partner
      -------------------------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: TOW PARTNERS, L.P.

By: /s/ Paul M. Wythes
   --------------------------------

Print Name: Paul M. Wythes
           ------------------------

Title:   General Partner
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: William H. Younger, Jr.

By: /s/ William H. Younger, Jr.
   --------------------------------

Print Name: William H. Younger, Jr.
           ------------------------

Title:_____________________________

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: THE YOUNGER LIVING TRUST

By: /s/ William H. Younger, Jr.
   --------------------------------

Print Name: William H. Younger, Jr.
           ------------------------

Title:   Trustee
      -----------------------------

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

Signature:_________________________    By:________________________________
           Earl E. Fry                           John D. Stobo, Jr.
           Vice President and                    Managing Member
           Chief Financial Officer


                                       SUTTER HILL VENTURES,
                                       A CALIFORNIA LIMITED PARTNERSHIP

                                       By: /s/ William H. Younger, Jr.

                                       Name: William H. Younger, Jr.
                                             Managing Director of
                                             the General Partner

PRIOR HOLDERS:

SHAREHOLDER:_______________________

By:________________________________

Print Name:________________________

Title:_____________________________

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

Signature:_________________________    By:________________________________
           Earl E. Fry                           John D. Stobo, Jr.
           Vice President and                    Managing Member
           Chief Financial Officer


                                       SUTTER HILL ENTREPRENEURS FUND (AI), L.P.

                                       By: /s/ William H. Younger, Jr.

                                       Name: William H. Younger, Jr.
                                             Managing Director of
                                             the General Partner

PRIOR HOLDERS:

SHAREHOLDER:_______________________

By:________________________________

Print Name:________________________

Title:_____________________________

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

Signature:_________________________    By:________________________________
           Earl E. Fry                           John D. Stobo, Jr.
           Vice President and                    Managing Member
           Chief Financial Officer


                                       SUTTER HILL ENTREPRENEURS FUND (QP), L.P.

                                       By: /s/ William H. Younger, Jr.

                                       Name: William H. Younger, Jr.
                                             Managing Director of
                                             the General Partner

PRIOR HOLDERS:

SHAREHOLDER:_______________________

By:________________________________

Print Name:________________________

Title:_____________________________

INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


EXHIBIT 4.3

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

WARRANT AGREEMENT

To Purchase Shares of the Series C Preferred Stock of

OmniCell Technologies, Inc.

Dated as of September 30, 1993

Whereas, OmniCell Technologies, Inc., a California corporation (the "Company") has entered into a Master Lease Agreement dated as of September 30, 1993, Equipment Schedule No. VL-1, and related Summary Equipment Schedules (the "Leases") with COMDISCO, Inc., a Delaware corporation (the "Warrantholder"); and

Whereas, the Company desires to grant to Warrantholder, in consideration for such Leases, the right to purchase shares of its Series C Preferred Stock;

Now, Therefore, in consideration of the Warrantholder executing and delivering such Leases and in consideration of mutual covenants and agreements contained herein, the Company and Warrantholder certify and agree as follows:

1. GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company 12,500 fully paid and non-assessable shares of the Company's Series C Preferred Stock ("Preferred Stock") The exercise price ("Exercise Price") shall be equal to $1.60 per share. Notwithstanding the above, if the Company completes the Series D Preferred Stock financing ("Next Round") by December 1, 1993, then this Warrant shall be exercisable for 9,217 fully paid and assessable shares of the Company's Series D Preferred Stock at the an Exercise Price equal to $2.17 per share. The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.

2. TERM OF THE WARRANT AGREEMENT.

Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the date of execution hereof and shall be exercisable for a period of (i) seven
(7) years after the date of execution hereof, or (ii) three (3) years from the effective date of the Company's initial public offering (the "IPO") whichever is longer.

Notwithstanding the term of this Warrant Agreement fixed pursuant to
Section 2 hereof, the right to purchase Preferred Stock as granted herein shall expire, if not previously exercised

1.


immediately upon the closing of a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets or outstanding stock to any other person (the "Merger"), provided in which Warrantholder realizes a value for its shares equal to or greater than $6.40 per share.

Notwithstanding anything to the contrary in this Warrant Agreement, the rights to purchase the Company's Preferred Stock shall not expire until the Company complies with such notice provisions. Such notice shall also contain such details of the proposed Merger as are reasonable in the circumstances. If such closing does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated, and the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction. In the event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions contained herein.

3. EXERCISE OF THE PURCHASE RIGHTS.

The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any.

Notwithstanding anything to the contrary contained in Section 2 above or this Section 3, the Warrantholder shall either (i) exercise all outstanding warrants by paying to the Company, by cash or check, an amount equal to the aggregate Warrant Price of the shares being purchased, or (ii) receive shares equal to the value (as determined below) of this Warrant by surrender of the Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Preferred computed using the following formula:

X = Y(A-B)

A

Where: X = The number of shares of Preferred to be issued to the Warrantholder.

Y = The number of shares of Preferred under this Warrant.

A = The fair market value of one share of Common.

B = The Exercise Price.

As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock the average of the closing prices of the Company's Common Stock sold on all securities exchanges on which the Common Stock may at the time be listed, or, if

2.


there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the current fair market value of Common Stock is being determined and the 20 consecutive business days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the- counter market, the current fair market value of Preferred Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Preferred Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless (i) the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the current fair market value of the Stock shall be deemed to be the value received by the holders of the Company's Stock for each share of Stock pursuant to the Company's acquisition; or (ii) the Warrantholder shall purchase such shares in conjunction with the initial underwritten public offering of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, in which case, the fair market value of the shares of stock subject to this Warrant shall be the price at which all registered shares are sold to the public in such offering.

4. RESERVATION OF SHARES.

(a) Authorization and Reservation of Shares. During the term of this Warrant Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to purchase Preferred Stock as provided for herein.

(b) Registration or Listing. If any shares of Preferred Stock required to be reserved for purposes of exercise of the Warrant Agreement hereunder require registration with or approval of any governmental authority under any Federal or State law (other than any registration under the Securities Act of 1933, as then in effect, or any similar Federal statute then enforced, or any state securities law, required by reason of any transfer involved in such conversion), or listing on any domestic securities exchange, before such shares may be issued upon conversion, the Company will, at its expense and as expeditiously as possible, use its best efforts to cause such shares to be duly registered, listed or approved for listing on such domestic securities exchange, as the case may be.

5. NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrantholder's rights to purchase Preferred Stock, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

3.


6. NO RIGHTS AS SHAREHOLDERS.

This Warrant Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder of the Company prior to the exercise of the Warrantholder's rights to purchase Preferred Stock as provided for herein.

7. WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Warrant Agreement.

8. ADJUSTMENT RIGHTS.

The purchase price per share, the number of shares of Preferred Stock purchasable hereunder are subject to adjustment from time to time, as follows:

(a) Merger and Sale of Assets. If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, (other than a Merger) then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of its rights to purchase Preferred Stock, the number of shares of Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation, to which a holder of the Preferred Stock deliverable upon exercise of the right to purchase Preferred Stock hereunder would have been entitled in such capital reorganization, merger, consolidation or sale if the right to purchase such Preferred Stock hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after that event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantholder's rights to purchase Preferred Stock pursuant to this Warrant Agreement.

(b) Reclassification of Shares. If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

4.


(c) Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Preferred Stock, the Exercise Price shall be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination.

(d) Right to Purchase Additional Stock. If, for any reason, the total Warrantholder's cost of equipment leased pursuant to the Leases should exceed $200,000.00, Warrantholder shall have the right to purchase from the Company, at the Exercise Price per share specified in Section 1 (which price may be subject to adjustment from time to time as provided for in this Section 8), an additional number of shares of Series C Preferred Stock, which number shall be determined by (i) multiplying the amount by which the Warrantholder's total equipment cost exceeds $200,000.00 by 10% and (ii) dividing the product thereof by the Exercise Price per share referenced above.

(e) Notice of Adjustments. In the event that: (i) the Company shall declare any dividend or distribution upon its stock, whether in cash, property, stock or other securities; (ii) the Company shall offer for subscription prorata to the holders of any class of its Preferred or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets; or (iv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder:

(i) At least 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up; and

(ii) In the case of any such capital reorganization, reclassification consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up, at least 20 days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up).

Each such written notice shall set forth, in reasonable detail, (i) the event requiring the adjustment, (ii) the amount of the adjustment, (iii) the method by which such adjustment was calculated, (iv) the Exercise Price, and (v) the number of shares subject to purchase hereunder after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, addressed to the Warrantholder, at the address as shown on the books of the Company.

(f) Registration and Listing. The Company will take all such actions as may be necessary to assure that all shares of Preferred Stock issuable pursuant to this Warrant Agreement may be so issued without violation of any applicable law or regulation or any requirements of any domestic stock exchange (except for official notice of issuance, which will

5.


be immediately transmitted by the Company upon issuance) upon which shares of Preferred Stock or other shares of the same class may be listed. The Company will not take any action which will result in any adjustment of the number of shares of Preferred Stock issuable upon exercise of this Warrant Agreement if the total number of shares of Preferred Stock issuable after such action upon exercise of the Warrant Agreement then outstanding, together with the total number of shares of Preferred Stock then outstanding, would exceed the total number of shares of Preferred Stock then authorized and not reserved for any purpose other than the purpose of issue upon exercise of the Warrant Agreement.

9. REPRESENTATIONS. WARRANTIES AND COVENANTS OF THE COMPANY.

(a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of Incorporation. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

(b) Due Authority. The execution and delivery by the Company of the Leases, and this Warrant Agreement and the performance of all obligations of the Company thereunder and hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock set forth in Section 1 above (which number of shares may be from time to time adjusted pursuant to the terms of
Section 8 above) have been duly authorized by all necessary corporate action on the part of the Company, and the Leases and this Warrant Agreement are not inconsistent with the Company's Certificate of Incorporation or By-Laws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, and the Leases and the Warrant Agreement constitute legal, valid, and binding agreements of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting creditor rights and to general principles of equity.

(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant Agreement, except for the filing of notices pursuant to Regulation D under the Securities Exchange Act of 1933, as

6.


amended, (the "1933 Act") and Section 25102(f) of the California Corporate Securities Law, which filings will be effective by the time required thereby.

(d) Litigation. There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Company to perform its obligations under the Leases and this Warrant Agreement.

(e) Subsidiaries or Affiliates. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any other corporation, association or business entity.

(f) Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

(i) The authorized capital of the Company consists of (A) 15,000,000 shares of Common Stock, of which 627,400 shares are issued and outstanding, and (B) 5,000,000 shares of preferred stock, of which 300,000 shares are designated Series A Preferred Stock and 300,000 are designated Series B Preferred Stock, and 1,000,000 are designated Series C Preferred Stock. 240,000 shares of Series A Preferred Stock are issued and outstanding and are convertible into 240,000 shares of Common Stock. 160,333 shares of Series B Preferred Stock are issued and outstanding and are convertible into 160,333 shares of Common Stock. 850,000 shares of Series C Preferred Stock are issued and outstanding and are convertible into 850,000 shares of Common Stock.

(ii) There are 460,000 shares of Common Stock authorized for issuance pursuant to the Company's Incentive Stock Plan of which 218,000 shares have been issued

(iii) There are no other options, warrants, conversion privileges or other options or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company.

(iv) In accordance with the Company's Restated Articles of Incorporation, no shareholder of the Company has preemptive rights to purchase new issuances of the Company's capital stock.

(g) Financial Statements. The Company has delivered to the Warrantholder its unaudited Consolidated Balance Sheet and Consolidated Statement of Income for the period ending August 31, 1993 (the "Financial Statements"). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The condition and operating results of the Company as of the dates and during the periods indicated therein are true and correct in all material aspects, subject as to the Consolidated Finance Sheet and Consolidated Statement of income for the period then ending August 31, 1993 to normal

7.


year-end audit adjustments. Since August 31, 1993 there has been no change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements other than changes in the ordinary course of business which have not been, individually or in the aggregate, materially adverse.

The Company shall deliver to the Warrantholder (i) within one hundred twenty (120) days after the end of the Company's fiscal year, statements of income for such fiscal year, a consolidated balance sheet of the Company as of the end of such year and consolidated statement of the sources and application of funds for such year, which year-end financial reports shall be in reasonable detail and certified by independent public accountants of nationally recognized standing selected by the Company, and (ii) within forty-five (45) days after the end of each fiscal quarter other than the last fiscal quarter, unaudited consolidated statements of income and sources and application of funds for such quarter and a consolidated balance sheet as of the end of such quarter.

(h) Contingent and Absolute Liabilities. The Company has no material liabilities or obligations, absolute or contingent except the liabilities and obligations of the Company as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been materially adverse.

(i) Licenses, Patents and Copyrights. To the best of the Company's knowledge, the Company owns, possesses, has access to, or can become licensed on reasonable terms under, all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operation of its business as now conducted, with no known infringement of, or conflict with, the rights of others.

(j) Employee Contracts. To the best of the Company's knowledge, no employee of the Company is in violation of any material term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such employee with the Company or any prior employer because of the nature of the business conducted by the Company.

(k) Insurance. The Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement.

(l) Other Commitments to Register Securities. Except as set forth in this Warrant Agreement, the Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act, any of its presently outstanding securities or any of its securities which may hereafter be issued other than the shares of the outstanding Preferred Stock of the Company.

(m) Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of the Warrantholder's right to purchase such Preferred Stock will constitute transactions exempt from

8.


(i) the registration requirements of Section 5 of the 1933 Act, in reliance upon
Section 4(2) thereof, and (ii) the qualification requirements of the California Corporate Securities Law, in reliance upon Section 25102(f) thereof.

(n) Compliance with Rule 144. At the written request of the Warrantholder, who proposes to sell Preferred Stock issuable upon the exercise of the Warrant in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the 1933 Act, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule, than applicable to the Company, as such Rule may be amended from time to time.

(o) Brokers' Fees. The Company has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Warrant Agreement or any other transaction contemplated thereby.

(p) Untrue, Misleading Statements. No representation or warranty of the Company contained in the Leases, and this Warrant Agreement or any certificate or exhibit furnished or to be furnished to Warrantholder pursuant thereto or in connection with the transactions contemplated thereby (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.

10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

This Warrant Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder, which by its execution hereof the Warrantholder hereby confirms:

(a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and
(ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

(c) Disposition of Warrantholder's Rights. In no event will the Warrantholder make a disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the

9.


Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Warrantholder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions or transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not bearing any restrictive legend.

(d) Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.

(e) Risk of No Registration. The Warrantholder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section 15(d), of the Securities Exchange Act of 1934 (the " 1934 Act"), or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Warrant Agreement, or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of its rights of the Warrantholder to purchase Preferred Stock or Preferred Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

11. TRANSFERS.

Subject to the terms and conditions contained in Section 10 hereof, this Warrant Agreement and all rights hereunder are transferable in whole or in part by the Warrantholder and any successor transferee, provided, however, that in no event shall the number of transfers of the rights and interests in all of the Warrants exceed three (3) transfers. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit 11 (the "Transfer Notice"), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

10.


12. MISCELLANEOUS.

(a) Effective Date. The provisions of this Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Warrant Agreement shall be binding upon any successors or assigns of the Company.

(b) Attorneys' Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys' fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement.

(c) Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of California.

(d) Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Warrant Agreement are for convenience and are not to be considered in construing this Agreement.

(f) Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, addressed (i) to the Warrantholder at 61___ North River Road, Rosemont, Illinois 60018, attention: James Labe, President, Venture Leasing Division, cc: Legal Department, and (ii) to the Company at 4640 Campbell Drive, Menlo Park, California 94025 or at such other address as any such party may subsequently designate by written notice to the other party.

(g) Specific Performance. The Company recognizes and agrees that the Warrantholder will not have an adequate remedy if the Company fails to comply with this Agreement and that damages will not be readily ascertainable, and the Company expressly agrees that, in the event of such failure, it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

(h) Survival. The representations, warranties, covenants and conditions of the respective parties contained herein or made pursuant to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement.

(i) Severability. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable

11.


provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

(j) Amendments. Any provision of this Warrant Agreement may be amended by a written instrument signed by the Company and by the Warrantholder.

(k) Additional Documents. The Company, upon execution of this Warrant Agreement, shall provide the Warrantholder with certified resolutions with respect to the representations, warranties and covenants set forth in subparagraphs (a) through (f) and subparagraphs (1), (m) and (o) of Section 9 above and shall also supply such other documents as the Warrantholder may from time to time reasonably request.

In Witness Whereof, the parties hereto have caused this Warrant Agreement to be executed by its officers thereunto duly authorized.

                                      Company:

                                      OmniCell Technologies Inc.

Dated: October 22, 1993               By: /s/ William H. Younger, Jr.
      --------------------------         --------------------------------

                                      Title:    Acting CFO
                                            -----------------------------

                                      Warrantholder:

                                      COMDISCO, Inc.

                                      By:________________________________

Title: President

12.


Exhibit I
NOTICE OF EXERCISE

To:___________________________

(1) The undersigned Warrantholder hereby elects to purchase ________ shares of the Preferred Stock of OMNICELL TECHNOLOGIES, INC., pursuant to the terms of the Warrant Agreement dated the 1st day of September 1993 (the "Warrant Agreement") between OMNICELL TECHNOLOGIES, INC., and the Warrantholder, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

(2) In exercising its rights to purchase the Preferred Stock of OMNICELL TECHNOLOGIES, INC., the undersigned hereby confirms and acknowledges the investment representations and warranties made in Section 10 of the Warrant Agreement.

(3) Please issue a certificate or certificates representing said shares of Preferred Stock in the name of the undersigned or in such other name as is specified below.


(Name)


(Address)

Warrantholder: COMDISCO, INC.

By:__________________________________

Title:_______________________________

Date:________________________________

1.


ACKNOWLEDGEMENT OF EXERCISE

The undersigned ____________________, hereby acknowledge receipt of the "Notice of Exercise" from COMDISCO, INC., to purchase ___________ shares of the Preferred Stock of OMNICELL TECHNOLOGIES, INC., pursuant to the terms of the Warrant Agreement, and further acknowledges that _______ shares remain subject to purchase under the terms of the Warrant Agreement.

Company:

By:_____________________________

Title:__________________________

Date:___________________________

1.


Exhibit II
TRANSFER NOTICE

(To transfer or assign the foregoing Warrant Agreement execute this form and supply required information. Do not use this form to purchase shares.)

For Value Received, the foregoing Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to _______________________


(Please Print)

whose address is _______________________________________________________________


Dated:_________________________________

Holder's Signature:____________________

Holder's Address:______________________


Signature Guaranteed:__________________

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant Agreement.

1.


EXHIBIT 4.4

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

WARRANT AGREEMENT

To Purchase Shares of the Series F Preferred Stock of

OmniCell Technologies, Inc.

Dated as of January 23, 1995

WHER