Exhibit 4.2
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TULARIK INC.
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
August 15, 1999
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TABLE OF CONTENTS
Page
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1. Definitions............................................. 1
2. Requested Registration.................................. 2
3. Company Registration.................................... 4
4. Registration on Form S-3................................ 5
5. Expense of Registration................................. 6
6. Registration Procedures................................. 6
7. Indemnification......................................... 7
8. Information by Holder................................... 9
9. Sale Without Registration............................... 9
10. Rule 144 Reporting...................................... 9
11. Transfer of Registration Rights......................... 10
12. Market Stand-off Agreement.............................. 10
13. Modification Agreement.................................. 10
14. Waiver.................................................. 10
15. Miscellaneous........................................... 11
15.1 Waivers and Amendments............................ 11
15.2 Governing Law..................................... 11
15.3 Successors and Assigns............................ 11
15.4 Entire Agreement.................................. 12
15.5 Severability of this Agreement.................... 12
15.6 Title and Subtitles............................... 12
15.7 Notice............................................ 12
15.8 Counterparts...................................... 12
15.9 Attorneys' Fees................................... 12
EXHIBITS
EXHIBIT A. Schedule of Rights Holders
EXHIBIT B. Schedule of Warrantholders
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement (the "Agreement")
is made effective as of August 15, 1999, by and among Tularik Inc., a Delaware
corporation (the "Company"), those individuals and entities set forth on the
Schedule of Rights Holders attached hereto as Exhibit A (collectively, the
"Rights Holders") and the holders of warrants to purchase the Company's Series H
Preferred Stock set forth on the Schedule of Warrantholders attached hereto as
Exhibit B (collectively, the "Series H Warrantholders").
Recitals
Whereas, the Rights Holders desire to amend and restate the provisions of
that certain Amended and Restated Registration Rights Agreement, dated as of
September 30, 1997, as amended, by and among themselves and the Company (the
"Amended Rights Agreement") and to grant the rights set forth herein to the
Series H Warrantholders upon their exercise of the warrants to purchase the
Company's Series H Preferred Stock.
Now, Therefore, in consideration of the foregoing recital and the mutual
covenants and conditions set forth herein, the parties hereto agree as follows:
Agreement
1. Definitions.
(a) The term "Act" means the Securities Act of 1933, as amended.
(b) The term "Holder" means any Rights Holder or Series H Warrantholder
holding Registrable Securities (and any person holding Registrable Securities to
whom the registration rights have been transferred pursuant to Section 11
hereof).
(c) The term "Initiating Holders" means any Holder or Holders who in the
aggregate possess more than 50% of the Registrable Securities (including
securities convertible or exercisable into Registrable Securities) then in
existence.
(d) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act and the declaration or ordering of the effectiveness of
such registration statement.
(e) The term "Registrable Securities" means (i) the Common Stock issued or
issuable pursuant to (A) the conversion of the shares of the Company's Series A,
Series B, Series C, Series D, Series E, or Series F, or Series G Preferred Stock
or (B) stock issuable upon exercise or conversion of the warrants to purchase
Common Stock to the holders thereof as identified on Exhibit A attached hereto
or stock issuable upon exercise or conversion of warrants to purchase Series H
Preferred Stock to the Series H Warrantholders (collectively, the "Warrants")
and (ii) any Common Stock of the Company issued or issuable in respect of such
Common Stock or other securities issued or issuable pursuant to the conversion
of such shares of Series A, Series B,
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Series C, Series D, Series E, Series F, Series G or Series H Preferred Stock or
exercise or conversion of the Warrants upon any stock split, stock dividend,
recapitalization, or similar event, or any Common Stock otherwise issued or
issuable with respect to such shares of Common Stock, Series A, Series B, Series
C, Series D, Series E, Series F, Series G or Series H Preferred Stock or the
Warrants (the "Conversion Stock"). Notwithstanding anything set forth above, the
above described securities shall not be treated as Registrable Securities if and
so long as they (A) have been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, (B)
have been sold pursuant to Rule 144 promulgated under the Act in a transaction
exempt from the registration and prospectus delivery requirements of the Act so
that all transfer restrictions and restrictive legends with respect thereto are
removed upon the consummation of such sale, or (C) for purposes of Section 2,
are available for sale in the opinion of counsel to the Company pursuant to Rule
144 in a transaction exempt from the registration and prospectus delivery
requirements of the Act.
(f) The term "SEC" means the Securities and Exchange Commission or any
successor agency thereto.
2. Requested Registration.
(a) In case the Company shall receive from Initiating Holders a written
request that the Company effect any registration, qualification or compliance
with respect to at least 40% of such Initiating Holders' shares of Registrable
Securities (or any lesser number of shares if the anticipated aggregate offering
price would exceed $5,000,000), the Company will:
(1) promptly give written notice of the proposed registration,
qualification or compliance to all other Holders; and
(2) 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 Act
and any other governmental requirement 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 15 days after such Holder or Holders received the written
notice from the Company provided for in Section 2(a)(1) above;
provided, however, that the Company shall not be obligated to take any
action to effect any such registration, qualification or compliance pursuant to
this Section 2:
(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 Act;
(ii) Prior to the earlier of (i) December 31, 1996, or (ii) six
months after the effective date of the Company's first registered public
offering of its stock;
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(iii) During the period starting with the date 60 days prior to
the Company's estimated date of filing of, and ending on the date six months
immediately following the effective date of, any registration statement
pertaining to 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 applying in good faith all reasonable efforts to
cause such registration statement to become effective;
(iv) After the Company has effected one such registration
pursuant to this Section 2(a), and such registration has been declared or
ordered effective (subject to Section 2(b) below); 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 stockholders for a registration statement to be filed at such time, then the
Company's obligation to register, qualify or comply under this Section 2 shall
be deferred for a period not to exceed 180 days from the date of receipt of
written request from the Initiating Holders.
Subject to the foregoing clauses, the Company shall file a registration
statement covering the Registrable Securities so required to be registered as
soon as practicable after receipt of the request or requests of the Initiating
Holders.
(b) In the event that a registration pursuant to Section 2 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(a)(1). In
such event, the right of any Holder to registration pursuant to Section 2 shall
be conditioned upon such Holder's participation in the underwriting arrangements
required by this Section 2, 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 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, 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, and (i) shares which
are not Registrable Securities (or convertible into Registrable Securities)
shall first be excluded from the registration and underwriting and (ii) if such
exclusion is insufficient, the number of shares of Registrable Securities that
may be included in the registration and underwriting shall be allocated among
all Holders in proportion, as nearly as practicable, to the respective amounts
of Registrable Securities held by such Holders at the time of filing of the
Registration Statement. No Registrable Securities excluded from the underwriting
by reason of the underwriter's marketing limitation shall be included in such
registration. To facilitate the allocation of shares in accordance with the
above provision, the Company or the underwriters may round the number of shares
allocated to any Holder to the nearest 100 shares. Notwithstanding the above,
such registration shall not count as the one permitted registration pursuant to
Section 2(a) above if the
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Holders are unable to register at least 90% of the Registerable Securities
requested to be registered.
If any Holder 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 90 days after the effective date of such registration, or such other shorter
period of time as the underwriters may require.
3. Company Registration.
(a) 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 for the account of
a security holder or holders, other than (i) a registration relating solely to
employee benefit plans, (ii) a registration on Form S-4 relating solely to an
SEC Rule 145 transaction, (iii) a registration of convertible debt securities or
(iv) a registration on any other form (other than Form X-x, X-0, X-0 or S-18)
which does not include substantially the same information as would be required
to be included in a registration statement covering the sale of Registrable
Securities, the Company will:
(1) promptly give to each Holder written notice thereof; and
(2) include in such registration (and any related qualification
under blue sky law or other compliance), and in any underwriting involved
therein, all the Registrable Securities specified in any written request or
requests by any Holder or Holders received by the Company within fifteen (15)
days after such written notice is given on the same terms and conditions as the
Common Stock, if any, otherwise being sold through the underwriters in such
registration.
(b) 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
3(a). In such event the right of any Holder to registration pursuant to this
Section 3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting (together with the Company and the
other holders distributing their securities through such underwriting) shall
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company.
(c) Notwithstanding any other provision of this Section 3, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the underwriters may limit the
Registrable Securities or other securities to be included in the registration,
provided that in all registrations other than the initial public offering, the
number of Registrable Securities to be included in the registration may not be
reduced to less than 25% of the total number of shares to be registered. The
Company shall so advise all Holders and other holders distributing their
securities through such underwriting and (i) shares which are not Registrable
Securities (or convertible into Registrable Securities) shall first be excluded
from the registration and underwriting and (ii) if such exclusion is
insufficient, the number of shares of Registrable Securities that may be
included in the registration and
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underwriting shall be allocated among all Holders in proportion, as nearly as
practicable, to the respective amount of Registrable Securities held by such
Holders at the time of filing of the Registration Statement. To facilitate the
allocation of shares in accordance with the above provisions, the Company may
round the number of shares allocated to any Holder or holder to the nearest 100
shares. The Company shall advise all Holders of shares which would otherwise be
registered and underwritten pursuant hereto of any such limitations, and the
number of shares of Registrable Securities that may be included in the
registration. If any Holder or holder disapproves of the terms of any such
underwriting, such Holder or holder may elect to withdraw therefrom by written
notice to the Company and the underwriter. Any securities excluded or withdrawn
from such underwriting shall not be transferred in a public distribution prior
to 90 days after the effective date of the registration statement relating
thereto, or such shorter period of time as the managing underwriter may require.
(d) The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 3 prior to the effectiveness of
such registration whether or not any Holder has elected to register securities
in such registration.
4. Registration on Form S-3.
(a) If any 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 $500,000, 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 offered 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 jurisdiction as the Holder or Holders may
reasonably request; provided, however, that the Company shall not be required to
effect more than one registration pursuant to this Section 4 in any six month
period. The substantive provisions of Section 4(b) shall be applicable to each
registration initiated under this Section 4.
(b) Notwithstanding the foregoing, the Company shall not be obligated to
take any action pursuant to this Section 4:
(1) 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 Act;
(2) if the Company, within ten 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 90 days of receipt
of such request (other than with respect to a registration statement relating to
a Rule 145 transaction, an offering solely to employees or any other
registration which is not appropriate for the registration of Registrable
Securities);
(3) during the period starting with the date 60 days prior to the
Company's estimated date of filing of, and ending on the date six months
immediately following the effective date of, any registration statement
pertaining to securities of the Company (other than a
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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;
(4) if the Company shall furnish to such Holder 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
stockholders 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 180 days from the receipt
of the request to file such registration by such Holder; or
(5) after the Company has effected four registrations pursuant to
this Section 4.
5. Expense of Registration. All expenses incurred in connection with any
registration, qualification or compliance pursuant to Section 2 or 3 and in
connection with one registration pursuant to Section 4, including, without
limitation, all registration, filing and qualification fees, reasonable fees and
disbursements of one counsel for the selling stockholders, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, accounting fees
and expenses, and expenses of any special audits incidental to or required by
such registration, shall be borne by the Company; provided, however, that the
Company shall not be required to pay stock transfer taxes or underwriters' fees,
discounts or commissions relating to Registrable Securities.
6. Registration Procedures. If and whenever the Company is required by the
provisions of this Agreement to use its best efforts to effect the registration
of any of the Registrable Securities under the Act, the Company will, as
expeditiously as possible:
(a) Prepare and file with the SEC a registration statement with respect to
such securities and use its best efforts to cause such registration statement to
become and remain effective for such period as may be necessary to permit the
successful marketing of such securities but not exceeding 120 days or until the
Holder or Holders have completed the distribution described in the registration
statement relating thereto, whichever first occurs.
(b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to comply with the provisions of the Act, and to keep such
registration statement effective for the period of time specified in Section
6(a) above.
(c) Furnish to each Holder participating in the registration such number
of prospectuses and preliminary prospectuses in conformity with the requirement
of the Act, and such other documents, as such selling Holder may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities being sold by such Holder.
(d) Use its best efforts to register or qualify the Registrable Securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as each such selling Holder shall reasonably request
and do any and all other acts and things which may be necessary or desirable to
enable such Holder to consummate the public sale or other disposition in such
jurisdictions, provided that the Company shall not be required in connection
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therewith or as a condition thereto to qualify to do business or file a general
consent to service of process in any such jurisdictions unless the Company is
already subject to service in such jurisdictions and except as may be required
by the Act.
(e) Notify each Holder 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 statement therein not misleading in the light of the
circumstances then existing and, at the request of any such Holder, the Company
shall prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchaser of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statement therein not misleading in the light of the circumstances then
existing.
7. Indemnification.
(a) The Company agrees to indemnify and hold harmless each Holder with
respect to which a registration statement has been filed under the Act pursuant
to this Agreement, each of such Holder's partners, trustees, officers and
directors, and other agents, each underwriter of any of the Registrable
Securities included in such registration statement, and each person, if any, who
controls any such Holder or underwriter within the meaning of the Act
(hereinafter collectively referred to as the "Holder-Underwriters"), as follows:
(1) against any and all loss, liability, claim, damage and expense
whatsoever arising out of any untrue statement or alleged untrue statement of a
material fact contained in such registration statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arising out of any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus or prospectus (or any
amendment or supplement thereto), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statement therein, in the
light of the circumstances under which they were made, not misleading, unless
such untrue statement or omission or such alleged untrue statement or omission
was made in reliance upon and in conformity with written information furnished
to the Company by such Holder-Underwriter expressly for use in such registration
statement (or any amendment thereto) or such preliminary prospectus or
prospectus (or any amendment or supplement thereto);
(2) against any and all loss, liability, claim, damage and expense
whatsoever to the extent of the aggregate amount paid in settlement of any
litigation, commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of the Company
(which consent shall not be unreasonably withheld); and
(3) against any and all expense (including attorneys' fees)
whatsoever reasonably incurred, as incurred, in investigating, preparing,
settling (with the consent of the Company, which consent shall not be
unreasonably withheld) or defending against any litigation, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
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omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under (1) or (2) above; 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 but eliminated or remedied in
the amended prospectus on file with the SEC at the time the registration
statement becomes effective, or in the amended prospectus filed with the SEC
pursuant to Rule 424(b) (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
or entity asserting the loss, liability, claim or damage at or prior to the time
such action is required by the Act.
In no case shall the Company be liable under this indemnity agreement with
respect to any loss, liability, claim, damage or expense with respect to any
claim made against any Holder-Underwriter unless the Company shall be notified
in writing of the nature of the claim within a reasonable time after the
assertion thereof, provided that the Company shall be liable under this
indemnity agreement with respect to any such claim notwithstanding the lack of
such notice within a reasonable time if such lack of notice does not prejudice
the ability of the Company to defend such claim, and provided further that the
failure to so notify the Company shall not relieve the Company from any
liability which it may have otherwise than on account of this indemnity
agreement. In case of any such notice, the Company shall be entitled to
participate at its expense in the defense, or if it so elects within a
reasonable time after receipt of such notice, to assume the defense of any suit
brought to enforce any such claim; but if it so elects to assume the defense,
such defense shall be conducted by counsel chosen by it and approved by the
Holder-Underwriter(s) and other defendant or defendants, if any, in any suit so
brought, which approval shall not be unreasonably withheld. In the event that
the Company elects to assume the defense of any such suit and retain such
counsel, the Holder-Underwriter(s) and other defendant or defendants, if any, in
the suit, shall bear the fees and expenses of any additional counsel thereafter
retained by them; provided, however, that the Company shall bear the expense of
independent counsel for the Holder-Underwriter(s) if the Holder-Underwriter(s)
reasonably determine that representation of it or them and the Company by the
same counsel would be inappropriate due to actual or potential conflicts of
interest.
(b) Each Holder severally, and not jointly, agrees that it will indemnify
and hold harmless the Company, each officer and director of the Company, each
person, if any, who controls the Company within the meaning of the Act, each
underwriter of Registrable Securities included in any registration statement
which has been filed under the Act pursuant to this Agreement, each person, if
any, who controls such underwriter within the meaning of the Act, each other
Holder, each of such other Holder's partners, officers and directors, and each
person controlling such other Holder within the meaning of the Act against any
and all loss, liability, claim, damage and expense, as incurred, described in
clauses (a)(1) through (a)(3), inclusive, of this Section 7, but only with
respect to statements or omissions, or alleged statements or omissions, made in
such registration statement (or any amendment thereto) or any preliminary
prospectus or prospectuses (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by such
Holder expressly for use in such registration statement (or any amendment
thereto) or such preliminary prospectus or prospectus (or any amendment or
supplement thereto). In any event, the liability of each Holder hereunder shall
be limited to the net proceeds received by the Holder pursuant to the
registration.
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In case any action shall be against the Company or any person so indemnified
pursuant to the provisions of this Subsection (b) and in respect of which
indemnity may be sought against any Holder, the Holders from whom indemnity is
sought shall have the rights and duties given to the Company, and the Company
and the other persons so indemnified shall have the rights and duties given to
the person entitled to indemnification, by the provisions of Subsection (a) of
this Section 7.
(c) The obligations of the Company and Holders under this Agreement shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement.
8. Information by Holder. The Holder or Holders of Registrable Securities
included in any registration shall furnish to the Company such information
regarding such Holder or Holders, and the distribution proposed by such Holder
or Holders, 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 Agreement.
9. Sale Without Registration. If at the time of any transfer of any
Registrable Securities, such Registrable Securities shall not be registered
under the Act, the Company may require, as a condition of allowing such
transfer, that the Holder or transferee furnish to the Company (i) such
information as is necessary in order to establish that such transfer may be made
without registration under the Act, and (ii) (if the transfer is not made in
compliance with Rule 144 other than a transfer not involving a change in
beneficial ownership or a pro rata distribution by a partnership to its
partners) at the expense of the Holder or transferee, an opinion of counsel
satisfactory to the Company in form and substance to the effect that such
transfer may be made without registration under the Act; provided that nothing
contained in this Section 9 shall relieve the Company from complying with any
request for registration, qualification, or compliance made pursuant to the
other provisions of this Agreement.
10. Rule 144 Reporting. With a view to making available to the Holders the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, 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 Act, at all times 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;
(b) File with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Exchange Act of 1934, as amended;
and
(c) Furnish the Holder forthwith upon request (i) a written statement by
the Company as to its compliance with the public information requirements of
said 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), (ii) a copy of the most recent annual or quarterly report
of the Company, and (iii) such other reports and documents as may be reasonably
requested in availing the Holders of any rule or regulation of the SEC
permitting the sale of any such securities without registration.
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11. Transfer of Registration Rights. The rights to cause the Company to register
securities granted by the Company under Section 2 may be assigned in writing by
any Holder (a) to any transferee or assignee of Registrable Securities which
controls, is controlled by or is under common control with such Holder or which
is already a Holder of Registrable Securities, (b) to a partner of the Holder or
to any other transferee or assignee of not less than 200,000 shares of the
Registrable Securities (as appropriately adjusted from time to time for stock
splits and the like), or (c) to any other transferee or assignee of all shares
of Registrable Securities held by such Holder if transferred to a single entity;
provided, that such transfer may otherwise be effected in accordance with
applicable securities laws; and provided further, that the Company is given
written notice by such Holder at the time of or within a reasonable time after
said transfer, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such registration rights are
being assigned and provided further, that immediately following such transfer,
the further disposition of such securities by such transferee or assignee is
restricted under the Act.
12. Market Stand-off Agreement. The Holders, if requested by the Company and
an underwriter of Common Stock (or other securities) of the Company, shall agree
not to sell or otherwise transfer or dispose of any securities held by the
Holders during the 180 day period following the effective date of a registration
statement of the Company filed under the Act provided that:
(a) such agreement shall only apply to the first such registration
statement of the Company including shares of Common Stock (or other securities)
to be sold on its behalf to the public in an underwritten offering; and
(b) all Holders holding more than one percent of the outstanding Common
Stock, all officers and directors of the Company and all other holders of
registration rights of the Company (whether or not pursuant to this Agreement)
enter into similar agreements. Such agreement shall be in writing in the form
satisfactory to the Company and such underwriter. The Company may impose stop-
transfer instructions with respect to the securities subject to the foregoing
restriction until the end of said 180 day period.
13. Modification Agreement. Effective upon the execution of this Agreement by
the Company and the record Holders of a majority of the Registrable Securities
outstanding immediately prior to the execution of this Agreement, the September
1996 Rights Agreement shall be null and void and superseded in its entirety by
the terms, conditions, provisions, rights and obligations set forth in this
Agreement. The parties to such prior Agreement forever release, waive and
disclaim any and all rights under such prior Agreement. The parties hereto
further agree that this Agreement constitutes the full and entire understanding
and agreement between the Company, the Warrantholders and the Rights Holders
with regard to the subjects hereof. Any previous agreement, written or oral,
relative to the subject matter hereof is superseded by this Agreement.
14. Waiver. The Rights Holders hereby waive on behalf of all Rights Holders
any rights to notice or to acquire shares of the Company's Series H Preferred
Stock and any Common Stock issuable upon conversion of such Series H Preferred
Stock to which they may be entitled, including but not limited to those rights
provided in Section 6.4 of the Series A Preferred Stock Purchase Agreement,
dated December 18, 1991, among the Company and the Purchasers thereunder;
Section 6.4 of the Series B Preferred Stock Purchase Agreement, dated June 16,
1992, among the Company and the Purchasers thereunder; Section 6.4 of the Series
C Preferred Stock Purchase Agreement, dated March 23, 1993, among the Company
and the Purchasers thereunder; Section 6.4 of the Series D Preferred Stock
Purchase Agreement, dated January 5, 1994, between the Company and the
Purchasers
10
thereunder; Section 6.4 of the Series D Preferred Stock Purchase Agreement,
dated February 28, 1994, between the Company and the Purchaser thereunder;
Section 6.4 of the Series E Preferred Stock Purchase Agreement, dated February
20, 1995, and Section 6.4; the Series F Preferred Stock Purchase Agreement,
dated September 20, 1996; and the Amended Rights Agreement; and waive any other
rights they may have as necessary to permit the issuance of any shares of Series
H Preferred Stock and of the Common Stock issuable upon conversion of such
shares of such Series H Preferred Stock.
15. Miscellaneous.
15.1 Waivers and Amendments.
(a) With the written consent of the record Holders of a majority of
the Registrable Securities then outstanding, the obligations of the Company and
the rights of the Holders of the Registrable Securities under this Agreement may
be waived (either generally or in a particular instance, either retroactively or
prospectively and either for a specified period of time or indefinitely), and
with the same consent the Company, when authorized by resolution of its Board of
Directors, may enter into a supplementary agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement. Neither this Agreement nor any provisions hereof may be
changed, waived, discharged or terminated orally, but only by a signed statement
in writing.
(b) Notwithstanding anything herein to the contrary, the parties agree
that the Company may amend this Agreement at any time after the date hereof,
without obtaining the consent of any Holder, to add as parties to this Agreement
(i) any holders of warrants to purchase up to an aggregate of 10,000 shares of
the Company's Series E Preferred Stock and (ii) Mercury Group Limited as a
holder of a warrant or warrants to purchase up to an aggregate number of shares
of the Company's Common Stock that is equal to five percent (5%) of the equity
securities or interests issued, conferred or granted in connection with the
Series F Preferred Financing pursuant to the terms and conditions of that
certain letter agreement, dated August 21, 1996, between Mercury Group Limited
and the Company. Any persons so added to this Agreement shall become "Holders"
and "Rights Holders" under this Agreement, and shares of Common Stock issuable
upon conversion of or otherwise with respect to shares of Series E Preferred
Stock or Common Stock, as applicable, issuable upon exercise of such warrants
shall be "Registrable Securities" under this Agreement.
15.2 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
California.
15.3 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, executor and administrator of the parties
hereto.
11
15.4 Entire Agreement. This Agreement constitutes the full and entire
understanding and Agreement between the parties with regard to the subject
matter hereof and terminates and supersedes in its entirety the Amended Rights
Agreement.
15.5 Severability of this Agreement. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
15.6 Title and Subtitles. The titles of the Sections and Subsection of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
15.7 Notice. Any notice or report required in this Agreement or permitted
to be given shall be given in writing and shall be deemed effective upon
personal delivery (including delivery by messenger or by overnight courier or
delivery service) or four (4) days after deposit in the United States certified
or registered mail, postage prepaid and return receipt requested and addressed
(i) if to a Rights Holder, at such Rights Holder's address set forth in the
Company's records, or at such other address as such Rights Holder shall have
furnished to the Company in writing, or (ii) if to a Series H Warrantholder, at
the address as set forth on Exhibit B, or at such other address as the Series H
Warrantholder shall have furnished to the Company in writing, or (iii) if to the
Company, to its address as set forth below and addressed to the attention of the
Corporate Secretary, or at such other address as the Company shall have
furnished to the Holders.
15.8 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.
15.9 Attorneys' Fees. If any action at law or in equity is necessary to
enforce the terms of this Agreement, the prevailing party shall be entitled to
receive from the non-prevailing party reasonable attorneys fees, costs and
necessary disbursements in addition to any other relief to which such prevailing
party may be entitled.
12
In Witness Whereof, the parties have caused this Agreement to be duly
executed and delivered this 15th day of August, 1999.
Company: Rights Holder:
Tularik Inc. /s/ Rights Holder
-----------------------------------
By: /s/ Xxxxx X. Xxxxxxx By:
------------------------- --------------------------------
Print Name: Xxxxx X. Xxxxxxx Print Name:
----------------- -------------------------
Title:
----------------------
Address:
Xxx Xxxxxxxxx Xxxxx
Xxxxx Xxx Xxxxxxxxx, XX 00000
[Signature Page For Rights Holders]
S-1
In Witness Whereof, the parties have caused this Agreement to be duly
executed and delivered this 15th day of August, 1999.
Series H Warrantholders:
/s/ Series H Warrantholders
---------------------------
By:------------------------
Print Name:----------------
[Signature Page For Series H Xxxxxxxxxxxxxx]
X-0
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
EXHIBIT A
SCHEDULE OF RIGHTS HOLDERS
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
----- --------------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
--------- -------- -------- -------- -------- ------- --------
Britannia Investments, LLC 20,000 -- -- -- -- -- -- --
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Slough Park Incorporated 90,000 -- -- -- -- -- -- --
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
National Electrical Benefit Fund 90,000 -- -- -- -- -- -- --
0000 00xx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Genentech, Inc. -- 700,000 -- -- -- -- -- --
000 Xxxxx Xxx Xxxxx Xxxx.
Xxxxx Xxx Xxxxxxxxx
Attn: Xxxx Xxxxx
Xxxxxxxx VI -- 2,517,095 584,136 226,766 -- -- -- --
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Xxxxxxxx Associates -- 120,000 27,848 10,811 -- -- -- --
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
----- --------------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Xxxxxxxx Medical Partners -- 362,905 84,219 32,694 -- -- -- --
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Xxxxxx X. Xxxxx -- 100,000 42,195 -- -- -- -- --
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Xxxxxxx Family Fund Ltd. -- 100,000 42,195 -- -- -- -- --
000 Xxxxxx
Xxxxxxxxxxxx, XX 00000
Institutional Venture Partners V -- -- 1,184,494 266,216 -- -- -- --
0000 Xxxx Xxxx Xxxx
Xxxxx 0-000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Institutional Venture Management V -- -- 18,038 4,054 -- -- -- --
0000 Xxxx Xxxx Xxxx
Xxxxx 0-000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Medicus Venture Partners -- -- 445,338 270,271 -- -- -- --
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxx Xxxxx
Xxxxxxx & Company L.P. -- -- 10,377 118,341 -- -- -- --
0000 0xx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxx Xxxxxxx
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
----- --------------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Comdisco, Inc. -- -- 49,654 -- -- --
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Delphi BioVentures, II. L.P. -- -- -- 537,639 -- -- -- --
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Costa Sevastopoulos
Delphi BioInvestments, II. L.P. -- -- -- 2,902 -- -- -- --
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Costa Sevastopoulos
GC&H Investments -- -- -- 13,514 -- -- -- --
c/o Cooley Godward LLP
Xxx Xxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
Xxxxxx X. Xxxx, -- -- -- 8,108 -- -- -- --
Fuhsi X. Xxxx (Trustees)
FBO the Ling Family Trust
TR UA February 28, 1990
0000 Xxx Xxxxxxx
Xxxxx Xxxxxx Xxxxxxx, XX 00000
Shearson Xxxxxx Brothers as -- -- -- 8,108 -- -- -- --
XXX Custodian FBO
Xxxxxx X. Xxxx
000 Xxxxxx Xxxx Xxxx
Xxxxxxx Xxxx Xxxxxxx, XX 00000
Name and Address Number of Shares of Preferred Stock
----------------
Names of
Shares of
Common
Stock
----- -----------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- ---------
Xxxxxxx X. Xxx -- -- -- 67,567 -- -- -- --
Fukan T. Yen, Trustees,
Yen Trust
00 Xxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Bin-Lun Ho and Fuhuan Tjian Ho -- -- -- 42,000 -- -- -- --
as Trustee(s) or Successor(s)
in Trust, UTA
dated September 14, 1983
000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Xxxxx X. Xxxx, Fuyun X. Xxxx -- -- -- 32,432 -- -- -- --
0000 Xxxxxx Xxxxx
Xxx Xxxxxx, XX 00000
MLPF&S Custodian -- -- -- 50,000 -- -- -- --
FBO T.Y. Xxxx Xxxxx (XXX Trustee)
000 Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Xxxxx Xxxxx, -- -- -- 27,027 -- -- -- --
Xxxxxxx X. Xxxxxxxxx
00000 Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Xxxx X. Xxxxx, -- -- -- 67,567 -- -- -- --
Xxxx Xxxxx Xxxxx
00 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Xxxxxxx Xxxxxxxxx -- -- -- 54,054 -- -- -- --
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
4
Name and Address
------------------- Number of Shares of Preferred Stock
Names of
Shares of
Common
Stock
------- -------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- ---------
Investment Enterprise Partnership "NIF 9" -- -- -- 136,000 -- -- -- --
Investment Enterprise Partnership "NIF 10-A" -- -- -- 135,000 -- -- -- --
Investment Enterprise Partnership "NIF 10-B" -- -- -- 135,000 -- -- -- --
Investment Enterprise Partnership "NIF 11" -- -- -- 135,000 -- -- -- --
c/o Nippon Investment & Finance Co., Ltd.
Daiwa Securities Kabuto cho Xxxx. 0/X
0-0, Xxxxxx-xxx 0-xxxxx, Xxxxxxxxxx
Xxxx-xx, Xxxxx 000 XXXXX
Attn: Xx. Xxxxxx Xxxxxxxx
Charter Ventures -- -- -- 135,135 -- -- -- --
000 Xxxxxxxxxx Xxx., Xxx. 0000
Xxxx Xxxx, XX 00000
Attn: Xx. Xxxxx Xxxxxxxx
Nam-Hai Xxxx, Xxxx-Choo Xxxxx Xxxx -- -- -- 45,946 -- -- -- --
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Techno VI Nichimen Venture Capital -- -- -- 135,000 -- -- -- --
Investment Partnership
Diamond Plaza Xxxx.
00, Xxxxxxxxxx
Xxxxxxx-xx, Xxxxx 000 XXXXX
Attn: Xx. Xxxxx Xxxxxxxxx
Xx. Xxxxxxx Xxxxxxx -- -- -- 27,027 -- -- -- --
000 Xxxxxxx Xxxx Xx.
Xxxxxxx, XX 00000
Singapore Bio-Innovations, Pte. Ltd. -- -- -- 270,270 -- -- -- --
000 Xxxxx Xxxxxx Xxxx
#00-00 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx 0617
Attn: Xx. Xxxx Xxxx Sea
5
Name and Address Name of Shares of Preferred Stock
----------------
Names of
Shares of
Common
Stock
------- -------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- ---------
Artal Belgium S.A. -- -- -- 270,270 -- -- -- --
Xxxxxxxxxxxxxx 0
0000 Xxxxxx
Xxxxxxx
H&Q Healthcare Investors -- -- -- 270,270 -- -- -- --
H&Q Life Sciences Investors -- -- -- 135,135 -- -- -- --
00 Xxxxx Xxxxx
Xxxxxx, XX 00000-0000
Attn: Mr. Xxxx Xxxxxx
Richmond Trust Company, Ltd. -- -- -- 68,000 -- -- -- --
Euro-Canadian Center
Marlborough Street
Nassau, Bahamas
Attn: Mr. Xxxx Xxxxxxx
Xxx Xx-an Tjian Xxxx -- -- -- 135,135 -- -- -- --
Gangolf Xxxxxx Xxxx
Taurus Bldg., 13th Floor
00 X-X Xxxxxxxxx Xxxx
Xxxxxxx Xxxx Xxxx
Xxxxxxx X. Xxxxxxx -- -- -- 5,000 -- -- -- --
000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Xxxxxxx Healthcare Investments, L.P. -- -- -- 405,406 -- -- -- --
0000 Xxxxxx Xxxxxx Xxxxx, Xxx. 0000
Xxxxxxx, XX 00000
Attn: Xx. Xxxx Xxxxxxx
6
Name and Address Name of Shares of Preferred Stock
----------------
Names of
Shares of
Common
Stock
------- -------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Vencap Holdings (1992) Pte. Ltd. -- -- -- 67,567 -- -- -- --
x/x Xxxxxxxxxx xx Xxxxxxxxx Investment Corp.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
Attn: Xx. Xxxx Xxxx
RS & Co. IV, L.P. -- -- -- 459,459 -- -- -- --
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Dr. M. Xxxxxxxx Xxxxxxx
Bayview Investors, Ltd. -- -- -- 81,082 -- -- -- --
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Dr. M. Xxxxxxxx Xxxxxxx
Yamanouchi Pharmaceuticals Co., Ltd. -- -- -- -- 400,000 -- -- --
0-0-00 Xxxxxxxxxx-Xxxxxx
Xxxx-xx, Xxxxx 000
Xxxxx
Sumitomo Pharmaceuticals Co., Ltd. -- -- -- -- -- 400,000 --
0-0 Xxxxxxxxxx 0-xxxxx, Xxxx-xx
Xxxxx 000 Xxxxx
Xxxxx Tobacco Inc. -- -- -- -- -- -- 600,000 --
JT Xxxx. 0-0, Xxxxxxxxx 0-xxxxx
Xxxxxx-xx, Xxxxx 000
Xxxxx
Ryco and Co. -- -- -- 165,676 -- -- 500,000 79,291
Lombard Odier Zurich Ltd.
Xxxxxxxxxxxx 00
XX-0000 Xxxxxx
Xxxxxxxxxxx
7
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
--------- ------------------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Svenska Handelsbanken Xxxxxx XX -- -- -- -- -- -- 145,100 --
Xxxxxxxxxxxxxxx 00
X-00000 Xxxxxxxxx
Xxxxxx
Xxxxxx X. Xxxxxxx, M.D. -- -- -- -- -- -- 25,000 --
00 Xxxxxxxx Xxxxxx
Xxxx, XX 00000
M. Xxxxx Xxxxxxx, M.D. -- -- -- -- -- -- 25,000 --
00 Xxxxx Xxxxx Xxxxx
Xxxx, XX 00000
Xxxx Xxxxxx Xxxxxxxx Custodian -- -- -- -- -- -- 10,000 --
For Xxxx X. Xxxxx
00 Xxxxxxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Xxxx X. Xxxxx M.D. -- -- -- -- -- -- 40,000 --
00 Xxxxxxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Dr. Juerg (Xxxxxx) F. Geigy -- -- -- -- -- -- 25,000 --
Xxxxxxxxxxxxxxxxxx 00
0000 Xxxxx
Xxxxxxxxxxx
Alberville Investments Limited -- -- -- -- -- -- 250,000 146,343
0xx Xxxxx, Xxxxx'x Xxxxx
Xxx Xxxx
St. Helier, Jersey
British Virgin Islands
8
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
--------- ------------------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Claus Stenbaek -- -- -- -- -- -- 1,500 --
X/x Xxxxxxxx XXX
00 X Xxxx Xxxxxx
Xxxxxx XX0 0XX
Xxxxxxx
Pharma/wHealth Fund -- -- 100,000 -- -- -- 100,000 --
Mehta and Xxxxx Asset Management,
Inc.
On behalf of: Xxxxx Xxxxx
Worldwide Health
00 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxx Worldwide Health -- -- 120,000 -- -- -- 80,000 --
Sciences Fund
Mehta and Xxxxx Asset Management,
Inc.
O/b/o Xxxxx Xxxxx Worldwide
Health Sciences F
00 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Heritage Finance & Trust Company -- -- -- -- -- -- 51,000 --
12 Cours des Bastions
X.X. Xxx 0000
0000 Xxxxxx-0
Xxxxxxxxxxx
Xxxxx Xxxxxxxxxx -- -- -- -- -- -- 50,000 --
X/x Xxxxxxxx Xxx.
00X Xxxx Xxxxxx
Xxxxxx XX0 0XX
Xxxxxxx
9
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
--------- ------------------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Verdad S.A. -- -- -- -- -- -- 100,000 60,000
Xxxxx Xxxxxxxx xx xx Xxxxxxx 0
Xxxxxx X.X.
Wasa Hjarnfond -- -- -- -- -- -- 15,000 --
WASA Insurance
Xxxxxxxxxxxxxx 00
000 00 Xxxxxxxxx
Xxxxxx
Security Pacific Finance, Ltd. -- -- -- -- -- -- 30,000 --
x/x X.X. Xx Xxxxxxxx
X.X. Xxx 00
Xx Xxxxxxxxx
Xx. Xxxxx Port
Guernsey, Channel Islands GY1 3DQ
S-E-Banken Xxxxxx XX -- -- -- -- -- -- 250,000 --
ST R2 S-10640
Stockholm
Sweden
Quaestus SA -- -- -- -- -- -- 50,000 --
00X Xxxxx xx Xxxxxxxx
XX-0000 Xxxxxx
Xxxxxxxxxxx
Pharma Vision 2000 AG -- -- -- -- -- -- 3,280,000 5,000,000
Xxxxxxxx 0
0000 Xxxxxx
Xxxxxxxxxxx
Celox S.A. -- -- -- -- -- -- 100,000 --
7 Place Flagey - Xxx 00
X - 0000 Xxxxxxxx
Xxxxxxx
10
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
----- --------------------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Xxxxxx Fondkommission -- -- -- -- -- -- 50,000 --
Xxx 0000
000 00 Xxxxxxxxx
Xxxxxx
Stena Forvaltning AB -- -- -- -- -- -- 100,000 --
Danish Xxxxxxxx
X-000 00 Xxxxxxxxxx
Xxxxxx
S-E-Banken Luxembourg S.A. -- -- -- -- -- -- 50,000 --
c/o Swiss American Securities,
Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxx och Johan Gronbergs Stiftelse -- -- -- -- -- -- 1,500 --
Stiftelsen Konung Gustaf V -- -- -- -- -- -- 3,000 --
Jubileumsfond
Svenska Sallskapet for -- -- -- -- -- -- 3,000 --
Medicinsk Forskning
H M Konungen -- -- -- -- -- -- 7,500 --
Hovstaternas Gratialkassa -- -- -- -- -- -- 3,000 --
Stiftelse Borgarrattsfonderna -- -- -- -- -- -- 3,000 --
Stiftelsen Gallierafonden -- -- -- -- -- -- 3,000 --
Konung Gustaf VI Adolfs fond for -- -- -- -- -- -- 3,000 --
svensk Kultur
konungens Hospitalfond -- -- -- -- -- -- 1,500 --
Estrid Ericssons Stiftelse -- -- -- -- -- -- 1,500 --
11
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
----- ------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Gunnar Ekstroms Stiftelse for -- -- -- -- -- -- 1,500 --
nummismatik
Incentive Investment (Jersey) Ltd. -- -- 495,000 -- -- -- 200,000 --
c/o Mesco Ltd.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Mrs. Xxxxxxx XxXxxxxxx Xxxxx Xx. -- -- -- -- -- -- -- 2,000
c/o Xxxxx Xxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xx. Xxxxx Xxxx -- -- -- -- -- -- -- 10,000
0000 Xxxxxx Xxx.
Xxxxxxxx Xxxx, XX 00000
Xxxxxx X. and Xxxxxxx X. Xxxxxxx -- -- -- -- -- -- -- 2,000
00000 Xxxxx Xxxxx Xxxxx
Xxxxx, XX 00000-0000
Xxx. Xxx X. Xxxxx -- -- -- -- -- -- -- 5,000
0000 Xxxxx Xxxxxxx
Xx Xxxx, XX 00000
Mr. J. Xxxx Xxxxx -- -- -- -- -- -- -- 15,000
000 Xxxxxx Xxxx X.X.
Xxxxxxxxxxx, XX 00000
Hare & Co. -- -- 15,800 -- -- -- 112,900 --
x/x Xxx Xxxx xx Xxx Xxxx
X.X. Xxx 00000
Attn: Xxxxx Xxxxxxx
Xxx Xxxx, XX 00000
Svenska Handelsbanken Stockholm -- -- 142,600 -- -- -- -- --
12
Name and Address Number of Shares of Preferred Stock
----------------
Number of
Shares of
Common
Stock
----- ------------------------------------------------------------------------------------
Series A Series B Series C Series D Series E Series F Series G
-------- -------- -------- -------- -------- -------- --------
Credit Agricole Indosuez Lausanne -- -- -- 10,000 -- -- --
00-00 Xxxxxx Xx Xxxxx
Xxxxxxxx 0000
Xxxxxxxxxxx
Odyssey Ventures Partners, L.P. -- -- -- 67,568 -- -- --
x/x Xxxxxxx Xxxxxxxxxx Xxxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxx XX 12
Bermuda
Xxxx & Co. -- -- -- -- 400,000 -- --
x/x Xxx Xxxxx Xxxxxxxxx Xxxx, X.X.
0 Xxx Xxxx Plaza, 11th Floor
Attn: Xxxxx Xxxxxxxx Xxxx
Xxx Xxxx, XX 00000
13
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Exhibit B
SCHEDULE OF SERIES H WARRANTHOLDERS
No. of Shares
of Series H
Name and Address Preferred Stock
---------------- ---------------
Slough Estates USA Inc. 125,613
00 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Xxxxxxx Investments, L.P. 11,166
Attn: Xxxxxx Xxxxxxx
0000 Xxxxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxxxx Xxxxxxx and Xxxxxxxxx 2,791
Shushan, Trustees, The Xxxxxxxx and
Xxxxxxxxx Xxxxxxx Family Trust, under
Agreement dated October 8, 1997
0000 Xxxxxxxx Xx., Xxxxx 000
Xxxxxxx, XX 00000
