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EXHIBIT G
FIRST AMENDMENT TO RESTATED INVESTORS' RIGHTS AGREEMENT
This First Amendment to Restated Investors' Rights Agreement (the
"Amendment") is made as of this ____ day of June, 1997, by and among Triangle
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), the investors
executing this Amendment on the signature pages hereto under the heading "The
Investors," and the investors executing this Amendment on the signature pages
hereto under the heading "The New Investors" (the "Xxxxx Funds"), and amends
certain portions of the Restated Investors' Rights Agreement dated June 11, 1996
(the "Agreement"), among the Company and the individuals and entities listed on
Schedule A to the Agreement (the "Existing Investors"). Capitalized terms not
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otherwise defined herein will have the meanings given to them in the Agreement.
RECITALS
WHEREAS, the Company desires to sell and issue to the Xxxxx
Funds, and the Xxxxx Funds desire to purchase from the Company, 2,000,000 shares
of the Company's Common Stock (the "Shares") pursuant to the Common Stock
Purchase Agreement dated of even date herewith (the "Stock Purchase Agreement"),
the form of which is attached hereto as Exhibit A.
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WHEREAS, the Existing Investors desire for the Xxxxx Funds to
purchase the Shares and, as a condition thereof and to induce such investment,
the Existing Investors are willing to enter into this Amendment to permit the
Xxxxx Funds to become parties to certain sections of the Agreement, as amended
by this Amendment (the "Amended Agreement").
WHEREAS, the Existing Investors are holders of a sufficient
number of Registrable Securities to effectively amend the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments to Agreement. The Agreement is hereby amended as
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follows:
1.1 Section 1.1(f). Section 1.1(f) is hereby amended and
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restated in its entirety to read as follows:
"(f) The term "Registrable Securities" means (i) the Common
Stock issuable or issued upon conversion of the Series A Preferred
Stock, (ii) the Common Stock issuable or issued upon conversion of the
Series B Preferred Stock, (iii) the 2,000,000 shares of Common Stock
purchased by the Xxxxx Funds on June ___, 1997 (the "Xxxxx Shares"),
and (iv) any 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 shares referenced in (i),
(ii) or (iii) above; excluding in all cases, however, any Registrable
Securities sold by a person or entity in a transaction in which its
rights under this Section 1 are not assigned; and provided, however,
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that notwithstanding anything herein to the contrary, the Xxxxx Shares
and any shares of Common Stock referenced in (iv) above that are
issued in respect of any Xxxxx Shares shall not be "Registrable
Securities" for purposes of Sections 1.2, 1.6, 1.11, 1.12 (only as it
relates to the right of the Holders to request that the Company effect
a registration on Form S-3) or 1.14."
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1.2 Section 1.1(g). Section 1.1(g) is hereby amended and
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restated in its entirety to read as follows:
"(g) The number of shares of "Registrable Securities then
outstanding" means 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 for purposes of the Section of this Agreement pursuant to
which such calculation is made."
1.3 Section 1.1(i). A new section 1.1(i) is hereby added to the
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Agreement as follows:
"(i) The term "Xxxxx Funds" shall mean the entities that
acquired the Xxxxx Shares pursuant to a certain Common Stock Purchase
Agreement dated as of June ___, 1997."
1.4 Section 3.7. Section 3.7 is hereby amended and restated in
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its entirety to read as follows:
"3.7 Amendments and Waivers. Any term of this Agreement may
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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 for purposes of the Section of the Agreement to which
the amendment or waiver relates. Any 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."
1.5 Schedule A. Schedule A to the Agreement is hereby amended and
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restated in its entirety with Schedule A attached to this Amendment.
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2. Consent and Waiver. Pursuant to Sections 1.14 and 3.7 of the
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Agreement, each Existing Investor, on behalf of itself and all of the other
Existing Investors under the Agreement, hereby (a) consents to (i) adding the
Xxxxx Funds as parties to the Amended Agreement, (ii) granting the registration
rights to the Xxxxx Funds as set forth in the Amended Agreement and (iii)
granting the registration rights to the Xxxxx Funds as set forth in the Stock
Purchase Agreement (including preparing, filing and having declared effective
the registration statement contemplated thereby at the time contemplated
thereby), and (b) waives any rights the Existing Investors may have under the
Agreement or otherwise to cause the Company to register any of the Investors'
Registrable Securities as part of the registration of the resale of the Xxxxx
Shares in accordance with the provisions of the Stock Purchase Agreement.
Notwithstanding Section 3.7 of the Amended Agreement, the consent and waiver
contained in this Section 2 may not be amended, modified or restricted without
the written consent of each Purchaser.
3. Effect of Amendment; Conflicts. Except as specifically amended
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by this Amendment, the Agreement shall continue in full force and effect. In the
event of any conflict between the terms of the Agreement and the terms of this
Amendment, the terms of this Amendment shall govern and control.
4. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which will be deemed an original, and all of which
together shall constitute one instrument.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment is hereby executed as of the
date first above written.
THE COMPANY:
TRIANGLE PHARMACEUTICALS, INC.,
a Delaware corporation
By: /S/ XXXXX X. XXXXX
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Its: Chairman and Chief Executive Officer
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THE NEW INVESTORS:
QUANTUM PARTNERS LDC,
a Cayman Islands limited duration company
By: /S/ XXXX X. XXXXXX
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Title: Attorney-in-Fact
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QUANTUM INDUSTRIAL PARTNERS LDC,
a Cayman Islands limited duration company
By: /S/ XXXX X. XXXXXX
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Title: Attorney-in-Fact
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DUQUESNE FUND, L.P.
By: Duquesne Capital Management, L.L.C.,
its investment advisor
By: /S/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx, Managing Director
[SIGNATURE PAGE TO FIRST AMENDMENT TO
RESTATED INVESTORS' RIGHTS AGREEMENT]
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THE INVESTORS:
By: /S/ [EACH INVESTOR]
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Its:
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[SIGNATURE PAGE TO FIRST AMENDMENT TO
RESTATED INVESTORS' RIGHTS AGREEMENT]
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