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EXHIBIT 10.2
CONNECTIVE THERAPEUTICS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made as of the 4th
day of December, 1996, by and among Connective Therapeutics, Inc., a Delaware
corporation (the "Company") and the investors listed on Attachment A hereto,
each of which is herein referred to as an "Investor."
RECITALS
The Company and the Investors have entered into a Common Stock Purchase
Agreement (the "Purchase Agreement") of even date herewith pursuant to which the
Company desires to sell to the Investors and the Investors desire to purchase
from the Company shares of the Company's Common Stock. A condition to the
Investors' obligations under the Purchase Agreement is that the Company and the
Investors enter into this Agreement in order to provide the Investors with
certain rights to register the shares of the Company's Common Stock acquired by
the Investors subject to the Purchase Agreement. The Company and the Investors
each desire to induce the Investors to purchase shares of Common Stock pursuant
to the Purchase Agreement by agreeing to the terms and conditions set forth
herein.
AGREEMENT
The parties hereby agree as follows:
1. REGISTRATION RIGHTS. The Company and the Investors covenant and
agree as follows:
1.1 DEFINITIONS. For purposes of this Section 1:
(a) The terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the Securities Act
of 1933, as amended (the "Act"), and the declaration or ordering of
effectiveness of such registration statement or document;
(b) The term "Registrable Securities" means (i) the
shares of Common Stock issuable or issued in connection with the Purchase
Agreement (such shares of Common Stock are collectively referred to hereinafter
as the "Shares" or "Stock") and (ii) any other shares of Common Stock of the
Company issued as (or issuable upon the conversion or exercise of any warrant,
right or other security which is issued as) a dividend or other distribution
with respect to, or in exchange for or in replacement of, the Stock, provided,
that the foregoing definition shall exclude in all cases any Registrable
Securities sold by a person in a transaction in which his or her rights under
this Agreement are not assigned. Notwithstanding the foregoing, Common Stock or
other securities shall only be treated as Registrable Securities if and so long
as they have not been (A) sold to or through a broker or dealer or underwriter
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distribution or a public securities transaction, or (B) sold in a transaction
exempt from the registration and prospectus delivery requirements of the Act
under Section 4(1) thereof so that all transfer restrictions, and restrictive
legends with respect thereto, if any, are removed upon the consummation of such
sale;
(c) The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities;
(d) The term "Holder" means any person owning or having
the right to acquire Registrable Securities or any assignee thereof in
accordance with this Agreement
(e) The term "Form S-3" means such form under the Act as
in effect on the date hereof or any successor form under the Act; and
(f) The term "SEC" means the Securities and Exchange
Commission.
1.2 FORM S-3 REGISTRATION. Subject to the terms and conditions
of this Agreement, on February 15, 1997 (the "S-3 Date") the Company will file
with the SEC and use its best efforts to effect a registration on Form S-3 and
any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by the Holders.
Accordingly, the Company will:
(a) promptly give written notice of the registration,
and any related qualification or compliance, to all Holders; and
(b) as soon as practicable, effect such registration and
all such qualifications and compliances as may be necessary and as would permit
or facilitate the sale and distribution of all of the Holders' Registrable
Securities; provided, however, that the Company shall not be obligated to effect
any such registration, qualification or compliance, pursuant to this Section
1.2: if the Company shall furnish to the Holders a certificate signed by the
President of the Company stating that in the good faith judgment of the Board of
Directors of the Company, it would be seriously detrimental to the Company and
its stockholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a reasonable period of time, which shall not exceed
60 days after the S-3 Date under this Section 1.2. Provided however, that the
Company shall not defer the filing of the Form S-3 contemplated in this Section
1.2 (b) on more than one (1) occasion.
(c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities on the S-3 Date.
Expenses incurred in connection with a registration requested pursuant to this
Section 1.2 shall be borne by the Company, including all registration, filing,
qualification, printers' and accounting fees but
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excluding any underwriters' discounts or commissions and any fees and
disbursements of any counsel for the selling Holders (such fees or discounts, if
any, to be borne pro rata by the Holders participating in the registration).
1.3 OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective and to keep such
registration statement effective until December 4, 1999.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement until December 4, 1999.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, such
obligation to continue until December 4, 1999.
(g) Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
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(h) Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.
1.4 RESTRICTIONS ON AND PROCEDURE FOR SALES.
(a) Each Holder agrees to the following:
(i) Notice to Company. If any Holder shall propose
to sell any Shares, the Holder shall notify the Company of its intent to do so
[ON OR BEFORE THE DATE OF SUCH SALE] (the "Notice of Sale"), and the provision
of the Notice of Sale to the Company shall conclusively be deemed to establish
an agreement by such Holder to comply with the registration provisions herein
described. The Notice of Sale shall be deemed to constitute a representation
that any information previously supplied by such Holder is accurate as of the
date of such Notice of Sale.
(ii) Notice of Sale. The Notice of Sale in
substantially the form attached as Attachment B shall be given in accordance
with the provisions of Section 2.5 hereof. However, the Holder may give the
Notice of Sale orally by telephoning Xxxxxxx X. Xxxxxxx or the then current
Chief Financial Officer at the Company at (000) 000-0000. An oral Notice of Sale
shall be deemed to have been received only at such time as the Selling Holder
speaks directly with Xxxxxxx X. Xxxxxxx (or such then current Chief Financial
Officer). In addition, an oral Notice of Sale shall only be deemed effective if
it is followed by a written Notice of Sale received by the Company by personal
delivery or facsimile within twenty-four (24) hours after giving the oral Notice
of Sale.
(iii) Delay of Sale. The Company may refuse to
permit the Holder to resell any Shares for a specified period of time; provided,
however, that in order to exercise this right, the Company must deliver a
certificate in writing to the Holder to the effect that a delay in such sale is
necessary because a sale pursuant to the Registration Statement in its then
current form could constitute a violation of the federal securities laws, and
provided further that in no event shall such delay exceed thirty (30) trading
days. During any suspension as contemplated by this Section 1.4 (a)(iii), the
Company will not allow any of its officers or directors to buy or sell shares of
the Company's securities.
(b) Documents Required for Transfer. Each Holder making
a sale of Shares shall be required to submit the following documents to the
transfer agent (either directly or indirectly), with copies to the Company, in
order to effect the transfer:
(i) Original stock certificate representing the
Shares to be sold;
(ii) Originally executed stock power in
substantially the form of Attachment C hereto, with signature guaranteed; and
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(iii) Originally executed Seller's Representation
Certificate in the form of Attachment D hereto.
(c) Representations of Holders. Each Holder hereby
represents to and covenants with the Company that, during the period in which
any registration statement effected pursuant to Section 1.2 remains effective,
such Holder will:
(i) not engage in any stabilization activity in
connection with any of the Company's securities;
(ii) cause to be furnished to any purchaser of the
Shares and to the broker-dealer, if any, through whom Shares may be offered, a
copy of the Prospectus; and
(iii) not bid for or purchase any securities of
the Company or any rights to acquire the Company's securities, or attempt to
induce any person to purchase any of the Company's securities or any rights to
acquire the Company's securities other than as permitted under the Securities
Exchange Act of 1934, as amended ("Exchange Act").
(d) Information for Use in Registration Statement. Each
Holder represents and warrants to the Company that such Holder has completed the
information requested by the Selling Holder's Questionnaire attached as
Attachment E hereto (the "Questionnaire"), and further represents and warrants
to the Company that all information provided by such Holder in the Questionnaire
is true, accurate and complete. Each Holder understands that the written
information in the Questionnaire and all written representations made in this
Agreement are being provided to the Company specifically for use in, or in
connection with, the Registration Statement and the Prospectus, and has executed
this Agreement with such knowledge.
1.5 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.
1.6 UNDERWRITING REQUIREMENTS. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required to include any of the Holders' securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it (or by other persons
entitled to select the underwriters), and then only in such quantity as the
underwriters determine in their sole discretion will not jeopardize the success
of the offering by the Company. If the total amount of securities, including
Registrable Securities, requested by stockholders to be included in such
offering exceeds the amount of securities sold other than by the Company that
the underwriters determine in their sole discretion is compatible with the
success of the offering, then the Company shall be required to include in the
offering only that
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number of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will not jeopardize the success
of the offering (the securities so included to be apportioned pro rata among the
selling stockholders according to the total amount of securities entitled to be
included therein owned by each selling stockholder or in such other proportions
as shall mutually be agreed to by such selling stockholders).
1.7 DELAY OF REGISTRATION. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.
1.8 INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, any underwriter (as defined in the Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the Exchange Act, any state securities law
or any rule or regulation promulgated under the Act, the Exchange Act or any
state securities law; and the Company will pay to each such Holder, underwriter
or controlling person, as incurred, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 1.8(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance
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upon and in conformity with written information furnished by such Holder
expressly for use in connection with such registration; and each such Holder
will pay, as incurred, any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this subsection 1.8(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 1.8(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; provided, that, in no event shall any indemnity under this subsection
1.8(b) exceed the net proceeds from the offering received by such Holder, except
in the case of willful fraud by such Holder.
(c) Promptly after receipt by an indemnified party under
this Section 1.8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.8, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.8.
(d) If the indemnification provided for in this Section
1.8 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations; provided, that, in no event shall any contribution by a Holder
under this Subsection 1.8(d) exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.
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(e) Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control. In no event shall any contribution by a Holder for
indemnification exceed the net proceeds from the offering received by such
Holder, except in the case of willful fraud by such Holder.
(f) The obligations of the Company and Holders under
this Section 1.8 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1.
1.9 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view
to making available to the Holders the benefits of Rule 144 promulgated under
the Act and any other rule or regulation of the SEC that may at any time permit
a Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in SEC Rule 144, so long as the Company remains
subject to the periodic reporting requirements under Sections 13 or 15(d) of the
Exchange Act;
(b) take such action, including the voluntary
registration of its Common Stock under Section 12 of the Exchange Act, as is
necessary to enable the Holders to utilize Form S-3 for the sale of their
Registrable Securities, such action to be taken as soon as practicable after the
end of the fiscal year in which the first registration statement filed by the
Company for the offering of its securities to the general public is declared
effective;
(c) file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the Exchange Act; and
(d) furnish to any Holder, so long as the Holder owns
any Registrable Securities, forthwith upon request (i) a written statement by
the Company that it has complied with the reporting requirements of SEC Rule
144, the Act and the Exchange Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
1.10 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of at least 10,000 shares of such securities, provided the Company is,
within a reasonable time after such transfer, furnished with written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; and provided,
further, that such assignment shall be effective only if immediately following
such transfer the further disposition of such securities
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by the transferee or assignee is restricted under the Act. For the purposes of
determining the number of shares of Registrable Securities held by a transferee
or assignee, the holdings of transferees and assignees of a partnership who are
partners or retired partners of such partnership (including spouses and
ancestors, lineal descendants and siblings of such partners or spouses who
acquire Registrable Securities by gift, will or intestate succession) shall be
aggregated together and with the partnership; provided that all assignees and
transferees who would not qualify individually for assignment of registration
rights shall have a single attorney-in-fact for the purpose of exercising any
rights, receiving notices or taking any action under Section 1.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties
(including transferees of any of the Stock). Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
2.2 GOVERNING LAW. This Agreement and all acts and
transactions pursuant hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of laws.
2.3 COUNTERPARTS. This 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.
2.4 TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.5 NOTICES. Unless otherwise provided, any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon delivery, when delivered personally or by overnight courier or sent by
telegram or fax, or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to
the party to be notified at such party's address as set forth below or on
Attachment A hereto or as subsequently modified by written notice.
2.6 EXPENSES. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Registrable Securities then outstanding. Any
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amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any Registrable Securities then outstanding, each future
holder of all such Registrable Securities, and the Company.
2.8 SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot
reach a mutually agreeable and enforceable replacement for such provision, then
(x) such provision shall be excluded from this Agreement, (y) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (z) the
balance of the Agreement shall be enforceable in accordance with its terms.
[Signature Page Follows]
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The parties have executed this Registration Rights Agreement as of the
date first above written.
COMPANY: INVESTORS:
CONNECTIVE THERAPEUTICS, INC. INTEGRAL CAPITAL PARTNERS III, L.P.
by Integral Capital Management III, L.P.
By:_________________________________ its General Partner
Title:______________________________ By:_____________________________________
its General Partner
INTEGRAL CAPITAL PARTNERS
INTERNATIONAL III, L.P.
by Integral Capital Management III, L.P.
its Investment General Partner
By______________________________________
its General Partner
NEW YORK LIFE INSURANCE
COMPANY
By:_____________________________________
Its:____________________________________
WPG LIFE SCIENCES FUND, L.P.
by Xxxxx, Xxxx & Xxxxx, L.L.C.
its General Partner
By:_____________________________________
Its:____________________________________
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WPG INSTITUTIONAL LIFE SCIENCES
FUND, L.P.
by Xxxxx, Xxxx & Xxxxx, L.L.C.
its General Partner
By:_____________________________________
Its:____________________________________
INVESTMENT COMPANY FOR
FLANDERS
By:_____________________________________
Its:____________________________________
[signature page to Connective Therapeutics, Inc. Registration Rights Agreement]
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ATTACHMENT A
INVESTORS
No. of Shares
Name/Address of Common Stock
------------ ---------------
Integral Capital Partners III, L.P. 261,820
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxx
Integral Capital Partners International 62,255
III, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxx
New York Life Insurance Company 324,075
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxx X. Xxxxx
Venture Capital
WPG Life Sciences Fund, L.P. 121,528
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxxxxx Xxxxxxxx
WPG Institutional Life Sciences 40,509
Fund, L.P.
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxxxxx Xxxxxxxx
GIMV 162,037
Xxxxx Xxxxxxxxxxx 00
0000 Xxxxxxxxx, Xxxxxxx
Attn: Xxxxxxx Van Beneden
Senior Investment Manager
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ATTACHMENT B
CONNECTIVE THERAPEUTICS, INC.
NOTICE OF SALE
Pursuant to the Registration Rights Agreement dated as of December 4, 1996
among Connective Therapeutics, Inc. (the "Company"), the undersigned and certain
stockholders of the Company, the undersigned hereby gives notice to the Company
of the undersigned's intent to sell _______ shares of the Company's Common Stock
registered pursuant to the Registration Statement on (File No. __________).
Dated: ______________, 199__ By:___________________________________
(signature)
Name:_________________________________
(print)
Title:________________________________
(if applicable)
[NOTE: THIS NOTICE OF SALE MUST BE COMPLETED AND DELIVERED (VIA PERSONAL
DELIVERY OR FACSIMILE) TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY ON OR
BEFORE THE DATE OF SALE OF THE SHARES OF THE COMPANY'S COMMON STOCK
REGISTERED PURSUANT TO THE REGISTRATION STATEMENT.]
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ATTACHMENT C
CONNECTIVE THERAPEUTICS, INC.
STOCK POWER
FOR VALUE RECEIVED, and pursuant to that certain Registration Rights
Agreement dated as of December 4, 1996 among the undersigned ("Seller"),
Connective Therapeutics, Inc., a Delaware corporation (the "Company") and the
stockholders named therein, and in accordance with the Notice of Sale dated
___________, 199__ from the Seller to the Company, Seller hereby sells, assigns
and transfers unto _______________________________________________________,
______________________________________________________________ (________) shares
of the Company's Common Stock, standing in Seller's name on the books of the
Company represented by Certificate No. ___, herewith and does hereby irrevocably
constitute and appoint the transfer agent of the Company to transfer said stock
on the books of the Company with full power of substitution in the premises.
Dated: ____________________, 199__ By: _____________________________
(signature)
Name: ___________________________
(print)
Title: __________________________
(if applicable)
THE SIGNATURE(S) ON THIS STOCK POWER MUST CORRESPOND WITH THE NAME(S) ON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
OR ANY CHANGE. TRUSTEES, OFFICERS AND OTHER FIDUCIARIES OR AGENTS SHOULD
INDICATE THEIR TITLE OR CAPACITY.
[NOTE: THIS STOCK POWER MUST BE COMPLETED AND DELIVERED (TOGETHER WITH
YOUR STOCK CERTIFICATE AND SELLER'S REPRESENTATION CERTIFICATE) TO THE
TRANSFER AGENT (WITH COPIES TO THE COMPANY) PRIOR TO ANY SALE.]
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ATTACHMENT D
CONNECTIVE THERAPEUTICS, INC.
SELLER'S REPRESENTATION CERTIFICATE
Pursuant to the Registration Rights Agreement dated as of December 4, 1996
among Connective Therapeutics, Inc. (the "Company"), the undersigned and certain
stockholders of the Company (the "Agreement"), the undersigned hereby represents
and warrants to the Company and _________________, as the Company's Transfer
Agent, that the undersigned has complied with all terms and conditions of the
Agreement relating to the sale of the shares of the Company's Common Stock
registered pursuant to the Registration Statement (File No. ___________________)
and described in the Prospectus contained in the Registration Statement, as
amended and supplemented (the "Prospectus"), and that all information relating
to the undersigned contained in the Prospectus is true, accurate and complete as
of the date hereof.
Dated: _______________, 199__ By:___________________________________
(signature)
Name:_________________________________
(print)
Title:________________________________
(if applicable)
[NOTE: THIS SELLER'S REPRESENTATION CERTIFICATE MUST BE COMPLETED AND DELIVERED
(TOGETHER WITH YOUR STOCK CERTIFICATE AND STOCK POWER) TO THE TRANSFER AGENT
(WITH COPIES TO THE COMPANY) PRIOR TO ANY SALE.]
17
ATTACHMENT E
CONNECTIVE THERAPEUTICS, INC.
SELLING STOCKHOLDER'S QUESTIONNAIRE
In connection with the Connective Therapeutics, Inc. (the "Company")
Registration Statement (File No. ___________) registering certain outstanding
shares of the Company's Common Stock, the undersigned represents and warrants
that the information set forth below is true, accurate and complete:
1. As of the date hereof, the undersigned beneficially owns ______ shares
of the Company's Common Stock.
2. Except as described below, the undersigned has not had a material
relationship with the Company or any of its predecessors or affiliates within
the last three years.
The term "material relationship" has not been defined by the Securities
and Exchange Commission (the "SEC"). However, the SEC has indicated that it will
probably construe as a "material relationship" any relationship which tends to
prevent arms length bargaining in dealings with a company, whether arising from
a close business connection or family relationship, a relationship of control or
otherwise. It seems prudent, therefore, to consider that the undersigned would
have such a relationship, for example, with any organization of which the
undersigned is an officer, director, trustee or partner or in which the
undersigned owns, directly or indirectly, 10% or more of the outstanding voting
stock, or in which the undersigned has some other substantial interest, and with
any person or organization with whom the undersigned has, or with whom any
relative or spouse (or any other person or organization as to which the
undersigned has any of the foregoing other relationships) has, a contractual
relationship.
If applicable, please describe the material relationship with the Company:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
