Exhibit 4.16
AMENDMENT NO. 6
TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 6, dated as of June 29, 2000 by and among Adolor Corporation,
a Delaware corporation (the "Company"), certain holders of the Company's
outstanding securities (collectively, the "Existing Investors") and those
purchasers listed in Schedule I to the Series H Convertible Preferred Stock
Purchase Agreement (the "Purchase Agreement") dated the date hereof
(collectively, including such purchasers who participate in any Additional
Closing (as defined in the Purchase Agreement) and who execute a counterpart to
this Agreement, the "Purchasers").
WHEREAS, the Company and the Existing Investors are parties to that
Registration Rights Agreement (the "Registration Rights Agreement") by and among
the Company and the parties named therein dated as of the 7th day of November
1994, as amended by Amendment No. 1 to the Registration Rights Agreement dated
as of February 27, 1996, Amendment No. 2 to the Registration Rights Agreement
dated as of May 1, 1997, Amendment No. 3 to the Registration Rights Agreement
dated as of December 8, 1998, Amendment No. 4 to the Registration Rights
Agreement dated as of July 22, 1999, and Amendment No. 5 to the Registration
Rights Agreement dated as of January 10, 2000; and
WHEREAS, the Purchasers are purchasing from the Company and the Company is
issuing and selling to the Purchasers up to 23,921,569 shares (the "Series H
Shares") of Series H Convertible Preferred Stock, par value $.01 per share,
("Series H Stock") of the Company at the aggregate purchase price of up to
$36,600,000 pursuant to the Purchase Agreement; and
WHEREAS, it is a condition to the sale of the Series H Shares that the
Registration Rights Agreement be amended to grant the Purchasers certain rights
thereunder, and the parties hereto desire to amend the Registration Rights
Agreement as set forth below.
NOW, THEREFORE in consideration of the foregoing and the promises and
covenant contained herein, the parties hereby agree as follows:
1. That Section 1 of the Registration Rights Agreement, as amended to date, be
and hereby is further amended to delete the definition of "Preferred
Shares" therein and replace it with the following:
"Preferred Shares" shall mean shares of the Company's Series A
Convertible Preferred Stock, par value $.01 per share, Series B
Convertible Preferred Stock, par value $.01 per share, Series C
Convertible Preferred Stock, par value $.01 per share, Series E
Convertible Preferred Stock, par value $.01 per share, Series F
Convertible Preferred Stock, par value $.01 per share, Series G
Convertible Preferred Stock, par value $.01 per share and Series H
Convertible Preferred Stock, par value $.01 per share.
2. That Section 4 of the Registration Rights Agreement, as amended to date, be
and hereby is further amended by inserting the following paragraph
immediately after the first paragraph designated as 4(a) of said Section 4:
After the closing of a Series H Qualified Public Offering (as
defined in the Amended and Restated Certificate of Incorporation
of Adolor Corporation), if holders of more than 49% of the
outstanding shares of Series H Convertible Preferred Stock,
including Common Stock issued on conversion of shares of Series H
Convertible Preferred Stock, request that the Company register
all or a portion of the shares of Series H Convertible Preferred
Stock held by such requesting holder or holders under the
Securities Act, the Company will use its best efforts to cause
such shares to be registered if the shares of Series H
Convertible Preferred Stock for which registration has been
requested shall have an aggregate offering price to the public of
not less than $5,000,000.
3. That Section 6 of the Registration Rights Agreement, as amended to date, be
and hereby is further amended by deleting Section 6 in its entirety and
replacing Section 6 with the following paragraph:
Registration on Form S-3. If at any time (i) a holder or holders
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of Preferred Shares or Restricted Stock request that the Company
file a registration statement on Form S-3 or any successor
thereto for a public offering of all or any portion of the shares
of Restricted Stock held by such requesting holder or holders,
the reasonably anticipated aggregate price to the public of which
would exceed $1,000,000, and (ii) the Company is a registrant
entitled to use Form S-3 or any successor thereto to register
such shares, then the Company shall use its best efforts to
register under the Securities Act on Form S-3 or any successor
thereto, for public sale in accordance with the method of
disposition specified in such notice, the number of shares of
Restricted Stock specified in such notice. Whenever the Company
is required by this Section 6 to use its best efforts to effect
the registration of Restricted Stock, each of the procedures and
requirements of Section 4 (including but not limited to the
requirement that the Company notify all holders of Restricted
Stock from whom notice has not been received and the Founder and
provide them with the opportunity to participate in the offering)
shall apply to such registration, provided, however, that there
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shall be no limitation on the number of registrations on Form S-3
which may be requested and obtained under this Section 6 by the
holders of the Preferred Shares or Restricted Stock, except that
the holders of shares of Series H Convertible Preferred Stock or
Common Stock issued on conversion of shares of Series H
Convertible Preferred Stock may request no more than two (2)
such registrations, and provided, further, however, that the
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requirements contained in the first sentence of Section 4(a)
shall not apply to any registration on Form S-3 which may be
requested and obtained under this Section 6.
4. That Section 13(a) of the Registration Rights Agreement, as amended to
date, be and hereby is further amended by deleting in its entirety
paragraph 13(a) of said Section and replacing paragraph 13(a) with the
following paragraph:
All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the
benefit of the respective successors and assigns of the parties
hereto (including without limitation transferees of any Preferred
Shares, restricted Stock or Founder Stock), whether so expressed
or not, provided, however, that registration rights conferred
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herein on the holders of Preferred Shares, Restricted Stock, or
Founder Stock shall only inure to the benefit of a transferee of
Preferred Shares, Restricted Stock or Founder Stock if:
(i) there is transferred to such transferee at least 20% of the
total shares of Restricted Stock or Founder Stock, as the case
may be, originally issued pursuant to the Purchase Agreement in
the case of Restricted Stock or originally issued to the Founder
with respect to the Founder Stock, to the direct or indirect
transferor of such transferee;
(ii) such transferee is partner, or retired partner, shareholder,
member or affiliate of a party hereto (or with respect to the
Founder Stock, such transferee is an affiliate of the Founder as
defined in a certain Stock Restriction Agreement between the
Company and the Founder as of the date hereof);
(iii) such transferee is a family member or trust for the benefit
of any individual holder; or
(iv) such transferee acquires at least 50,000 shares of Series H
Convertible Preferred Stock or Common Stock issued on conversion
of shares of Series H Convertible Preferred Stock, provided that
the Company is given written notice thereof.
5. That Section 13(d) of the Registration Rights Agreement, as amended to
date, be and hereby is further amended by inserting the following clause
after the final word of said Section 13(d):
provided, further, however, that any of the rights of the holders
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of the Series H Convertible Preferred Stock hereunder may not be
amended without the prior written consent of at least fifty
percent (50%) of the holders of Series H Convertible Preferred
Stock.
6. That Section 13(g) of the Registration Rights Agreement, as amended to
date, be and hereby is further amended by inserting the following clause
after the final phrase in said Section 13(g):
provided, further, however, that the holders of the Series H
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Convertible Preferred Stock are so limited by the terms of this
Section 13(g) only pursuant to a request by the underwriters in
connection with the initial public offering of the securities of
the Company.
7. That any Purchasers who have not previously been made parties to the
Registration Rights Agreement, as amended, shall become parties to the
Registration Rights Agreement, as amended; and that any Existing Investors
who have not previously been made parties to the Registration Rights
Agreement, as amended, shall become parties to the Registration Rights
Agreement, as amended.
8. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Registration Rights Agreement.
9. In all other respects, the Registration Rights Agreement is hereby
ratified, confirmed and approved, and all terms thereof shall remain in
full force and effect.
10. This Amendment No. 6 may be executed in counterparts, each of which shall
constitute an original, but all of which, when taken together, shall
constitute but one agreement.
[Signature Pages Follow Immediately]
IN WITNESS WHEREOF, the Company, the Existing Investors and the
Purchasers have executed this Amendment No. 6 as of the day and year first
above.
COMPANY:
ADOLOR CORPORATION
By:
------------------------------------
Xxxxx X. Xxxxxx
Chief Financial Officer
EXISTING INVESTORS/PURCHASERS:
ARCH VENTURE FUND III, L.P.
By: ARCH VENTURE PARTNERS,
LLC, its General Partner
By:
--------------------------
Xxxxxx Xxxxxx
Managing Director
ARCH VENTURE FUND II, L.P.
By: ARCH MANAGEMENT
PARTNERS II, L.P.,
its General Partner
By: ARCH VENTURE
PARTNERS, L.P.,
its General Partner
By: ARCH VENTURE
CORPORATION
its General Partner
By:
---------------------------
Name:
Title:
XXXXX, XXXX & XXXXX VENTURE ASSOCIATES
III, L.L.C.
By: WPG Venture Partners III, L.P.,
Fund Investment Advisory Member
By:
-------------------------------
Name:
Title: General Partner
WPG ENTERPRISE FUND II, L.L.C.
By: WPG Venture Partners III, L.P.,
Fund Investment Advisory Member
By:
-------------------------------
Name:
Title: General Partner
WPG LIFE SCIENCE ENTREPRENEUR FUND
By:
-------------------------------
Name:
Title:
FALCON TECHNOLOGY PARTNERS, L.P.
By:
-------------------------------
Xxxxx Xxxxxxx
General Partner
ONE LIBERTY FUND III
By: Its General Partner, One Liberty
Partners III, L.P.
By: A General Partner,
Xxxxx X. Xxxxx, Xx.
By:
---------------------------------
GILDE INTERNATIONAL B.V.
By: Its Attorney-in-fact, One Liberty
Partners III, L.P.
By: A General Partner,
Xxxxx X. Xxxxx, Xx.
By:
---------------------------------
TECHNOLOGY LEADERS II L.P.
By: Technology Leaders II Management
L.P., the General Partner
By: Technology Leaders Management,
Inc., a General Partner
By:
---------------------------------
Managing Director
TECHNOLOGY LEADERS II OFFSHORE C.V.
By: Technology Leaders II Management
L.P., the General Partner
By: Technology Leaders
Management, Inc., a General
Partner
By:
---------------------------------
Managing Director
SONZ PARTNERS, L.P.
By:
---------------------------
Name:
Title
SONZ/ADOLOR FUND, L.P.
By:
---------------------------
Name:
Title
ALTA CALIFORNIA PARTNERS, L.P.
By: Alta California Management
Partners, L.P.
By:
---------------------------
General Partner
ALTA EMBARCADERO PARTNERS, LLC
By:
---------------------------
Member
------------------------------------
Xxxxxxxx Xxxxxxx
------------------------------------
Xxxx Xxx Xxxxxxx
THE XXXXXXX RESEARCH FOUNDATION
By:
---------------------------
Name:
Title
S.R. ONE, LIMITED
By:
-------------------------------
Name:
Title:
------------------------------------
Xxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
------------------------------------
Xxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx
TGI FUND II, LC
By: Tredegar Investments, Inc.,
its Manager
By:
-------------------------------
Xxxxxxx X. Xxxxxxxxx
Vice President
VENGOTT, LC
By:
-------------------------------
Xxxx X. Xxxxxxxx
Vice President
------------------------------------
Xxxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxx X. Nassau
------------------------------------
Xxxxx Xxxxx
ONE LIBERTY FUND II
By: Its General Partner
By: A General Partner, Xxxxxx X.
Xxxxx, Xx.
By:
--------------------------------
XXXXXXX X. XXXXXXXXX (FAMILY PARTNERSHIP)
By:
--------------------------------
---------------------------------------
Xxxxxxx X. Xxx
---------------------------------------
Xxxxxx Xxxxxx
DECHERT PRICE & XXXXXX
By:
---------------------------------
Name:
Title:
---------------------------------------
Xxxxx Xxxxxxxx
---------------------------------------
Xxxx Xxxxx
----------------------------------------
Xxxxxx Xxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
----------------------------------------
Xxxxx X. Xxxxxxxx
XXXXX XXXXX WORLDWIDE HEALTH
SCIENCES FUND
By:
--------------------------------
Xxxxxx Xxxxx
HARE & CO. (F/A/O FINSBURY WORLDWIDE
PHARMACEUTICAL TRUST)
By:
--------------------------------
Xxxxxx Xxxxx
----------------------------------------
Xxxxxx Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
PURCHASERS:
MPM BIOVENTURES II, L.P.
By: MPM Asset Management II, L.P.,
its General Partner
By: MPM Asset Management II LLC,
its General Partner
By:
-------------------------------------
Name:
Title:
MPM BIOVENTURES II-QP, L.P.
By: MPM Asset Management II, L.P.,
its General Partner
By: MPM Asset Management II LLC,
its General Partner
By:
-------------------------------------
Name:
Title:
MPM BIOVENTURES GMBH & CO. PARALLEL-
BETEILIGUNGS KG
By: MPM Asset Management II, L.P.,
its General Partner
By: MPM Asset Management II LLC,
its General Partner
By:
-------------------------------------
Name:
Title:
XXXXXXX CAPITAL GROUP LLC, As Agent and
Attorney-in-fact for City of Milford
Pension & Retirement Fund
By:
-------------------------------------
Name:
Title:
XXXXXXX CAPITAL GROUP LLC, As Agent and
Attorney-in-fact for Norwalk Employees'
Pension Plan
By:
-------------------------------------
Name:
Title:
XXXXXXX CAPITAL GROUP LLC, As Agent and
Attorney-in-fact for Public Employee
Retirement System of Idaho
By:
-------------------------------------
Name:
Title:
XXXXXXX CAPITAL GROUP LLC, As Agent and
Attorney-in-fact for City of Stamford
Firemen's Pension Fund
By:
-------------------------------------
Name:
Title:
SPECIAL SITUATIONS FUND III LP
By:
-------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
SPECIAL SITUATIONS CAYMAN FUND L.P.
By:
-------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
SPECIAL SITUATIONS PRIVATE EQUITY FUND
L.P.
By:
-------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
LOMBARD ODIER & CIE
By:
--------------------------------
Name:
Title:
S.R. ONE LIMITED
By:
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
WPG ENTERPRISE FUND II, L.L.C.
By: WPG Venture Partners III, L.P.,
Fund Investment Advisory Member
By:
------------------------------------
Name: Xxxx Xxxxx
Title: General Partner
XXXXX, XXXX & XXXXX VENTURE
ASSOCIATES III, L.L.C.
By: WPG Venture Partners III, L.P.,
Fund Investment Advisory Member
By:
------------------------------------
Name: Xxxx Xxxxx
Title: General Partner
ALTA CALIFORNIA PARTNERS, L.P.
By: Alta California Management Partners, LP
By:
------------------------------------
Name:
Title: General Partner
ALTA EMBARCADERO PARTNERS, LLC
By:
----------------------------------------
Name:
Title: Member
TGI FUND II, LC
By: Tredegar Investments, Inc., its Manager
By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
ARCH VENTURE FUND, III, L.P.,
a Delaware limited partnership
By: ARCH VENTURE PARTNERS, L.L.C.,
its General Partner
By:
----------------------------------------
Name:
Title:
DLJ CAPITAL CORPORATION
By:
----------------------------------------
Name:
Title:
