EX-4.2 3 d42123dex42.htm EX-4.2 Execution Copy WAVE LIFE SCIENCES PTE. LTD. INVESTORS’ RIGHTS AGREEMENT Page Schedule A - Schedule of Investors WAVE LIFE SCIENCES PTE. LTD. INVESTORS’ RIGHTS AGREEMENT
Exhibit 4.2
Execution Copy
WAVE LIFE SCIENCES PTE. LTD.
TABLE OF CONTENTS
Page | ||||||||
1. | Definitions | 1 | ||||||
2. | Registration Rights | 4 | ||||||
2.1 | Demand Registration | 4 | ||||||
2.2 | Company Registration | 6 | ||||||
2.3 | Underwriting Requirements | 6 | ||||||
2.4 | Obligations of the Company | 7 | ||||||
2.5 | Furnish Information | 9 | ||||||
2.6 | Expenses of Registration | 9 | ||||||
2.7 | Delay of Registration | 9 | ||||||
2.8 | Indemnification | 9 | ||||||
2.9 | Reports Under Exchange Act | 11 | ||||||
2.10 | Limitations on Subsequent Registration Rights | 12 | ||||||
2.11 | “Market Stand off” Agreement | 12 | ||||||
2.12 | Restrictions on Transfer | 13 | ||||||
2.13 | Termination of Registration Rights | 14 | ||||||
3. | Information and Observer Rights | 15 | ||||||
3.1 | Delivery of Financial Statements | 15 | ||||||
3.2 | Inspection | 16 | ||||||
3.3 | Termination of Information Rights | 16 | ||||||
3.4 | Confidentiality | 16 | ||||||
4. | Rights to Future Share Issuances | 17 | ||||||
4.1 | Right of First Offer | 17 | ||||||
4.2 | Termination | 18 | ||||||
5. | Additional Covenants | 18 | ||||||
5.1 | Insurance | 18 | ||||||
5.2 | Board Matters | 18 | ||||||
5.3 | Successor Indemnification | 19 | ||||||
5.4 | U.S. Tax Matters | 19 | ||||||
5.5 | FCPA | 20 | ||||||
5.6 | Termination of Covenants | 21 | ||||||
6. | Miscellaneous | 21 | ||||||
6.1 | Successors and Assigns | 21 | ||||||
6.2 | Governing Law | 21 | ||||||
6.3 | Counterparts | 22 | ||||||
6.4 | Titles and Subtitles | 22 | ||||||
6.5 | Notices | 22 | ||||||
6.6 | Amendments and Waivers | 22 | ||||||
6.7 | Severability | 23 |
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6.8 | Aggregation of Shares | 23 | ||||||
6.9 | Additional Investors | 23 | ||||||
6.10 | Entire Agreement | 23 | ||||||
6.11 | Dispute Resolution | 24 | ||||||
6.12 | Delays or Omissions | 24 |
Schedule A | - | Schedule of Investors |
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WAVE LIFE SCIENCES PTE. LTD.
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 14th day of August, 2015, by and among Wave Life Sciences Pte. Ltd., a company incorporated in Singapore (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
1. | Definitions. For purposes of this Agreement: |
1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.
1.2 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an 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 indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.
1.3 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Ordinary Shares, including options and warrants.
1.4 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
1.5 “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered.
1.6 “Fidelity” means Fidelity Management & Research Company and its Affiliates.
1.7 “FOIA Party” means a Person that, in the reasonable determination of the Board of Directors, may be subject to, and thereby required to disclose non-public information furnished by or relating to the Company under, the Freedom of Information Act, 5 U.S.C. 552 (“FOIA”), any state public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement.
1.8 “Foresite” means Foresite Capital Fund III, L.P.
1.9 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.
1.10 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.
1.11 “GAAP” means generally accepted accounting principles in the United States.
1.12 “Holder” means any holder of Registrable Securities who is a party to this Agreement.
1.13 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.
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1.14 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.
1.15 “Investor Ordinary Shares” means the Ordinary Shares held by the Investors on the date hereof.
1.16 “IPO” means the Company’s first underwritten public offering of its Ordinary Shares under the Securities Act.
1.17 “Xxxxxxxx” means “(i) Xxxxxxxx Global Healthcare Master Fund, Ltd. and (ii) without duplication of the immediately preceding clause (i), each Investor that is an advisory client of Xxxxxxxx Associates LLC and each successor or affiliated investment advisor to each such Investor.
1.18 “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least 300,000 shares of Registrable Securities (as adjusted for any share split, share dividend, combination, or other recapitalization or reclassification effected after the date hereof), and each of Xxxxxxxx and New Leaf for so long as such Investors holds the number of shares of Registrable Securities it holds on the date hereof (as adjusted for any share split, share dividend, combination, or other recapitalization or reclassification effected after the date hereof).
1.19 “New Leaf” means New Leaf Growth Fund I, L.P.
1.20 “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
1.21 “Ordinary Shares” means the ordinary shares in the Company’s share capital.
1.22 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.23 “Registrable Securities” means (i) the Ordinary Shares issuable or issued upon conversion of the Series B Preferred Shares and (ii) the Investor Ordinary Shares; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.
1.24 “Registrable Securities then outstanding” means the number of shares determined by adding the number of Ordinary Shares in issue that are Registrable Securities and the number of Ordinary Shares issuable upon conversion of the Series B Preferred Shares in issue.
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1.25 “Restated Articles” means the Company’s Memorandum of Association and Articles of Association that took effect on or about the date of the Subscription Agreement.
1.26 “Restricted Securities” means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(b) hereof.
1.27 “SEC” means the Securities and Exchange Commission.
1.28 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.
1.29 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.
1.30 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
1.31 “Selling Expenses” means all underwriting discounts, selling commissions, and share transfer Taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.
1.32 “Series B Preferred Shares” means the Company’s Series B Preferred Shares.
Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Subscription Agreement.
2. | Registration Rights. The Company covenants and agrees as follows: |
(a) Form S-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to fifty percent (50%) of the Registrable Securities then outstanding having an anticipated aggregate offering price, net of Selling Expenses, of at least $25 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.
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(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period.
(d) The Company shall not be obligated to effect, or to take any action to effect, any registration (i) after the Company has effected one registration pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected one registration pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d).
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2.3 Underwriting Requirements.
(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration 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 shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.
(b) In connection with any offering involving an underwriting of the Company’s share capital pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by shareholders to be included in such offering
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exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below twenty percent (20-%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other shareholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.
2.4 Obligations of the Company. Whenever required under this Section 2 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 commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred eighty (180) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred eighty (180) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Ordinary Shares (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred eighty (180) day period shall be extended for up to eighteen (18) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;
(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 Securities Act in order to enable the disposition of all securities covered by such registration statement;
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(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;
(d) use its commercially reasonable 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 selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(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 underwriter(s) of such offering;
(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;
(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and
(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.
In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its xxxxxxx xxxxxxx policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.
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(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and shareholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from
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which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.
(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and 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 Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.
(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the 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 action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8.
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(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. 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 allegedly untrue statement of a material fact, or the omission or alleged omission of 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; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.
(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.
(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.
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(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;
(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and
(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S 3 (at any time after the Company so qualifies); and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S 3 (at any time after the Company so qualifies to use such form).
2.11 “Market Stand off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of its Ordinary Shares or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor
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provisions or amendments thereto), or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall only apply to the IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions. The underwriters in connection with such registration are intended third party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.
2.12 Restrictions on Transfer.
(a) The Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.
(b) Each certificate, instrument, or book entry representing (i) the Registrable Securities, and (ii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any share split, share dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
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THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12.
(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.
(a) the closing of a Deemed Liquidation Event, as such term is defined in the Restated Articles;
(b) such time after the restrictions contemplated by Subsection 2.11 have lapsed when as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and
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(c) the third anniversary of the IPO.
3. | Information and Observer Rights. |
(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of shareholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) as soon as practicable, but in any event within forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);
(c) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;
(d) of the Company and its results of operation for the periods specified therein; and
(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide information the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.
In addition, for so long as each of Foresite and Fidelity, respectively, remains a Major Investor and is bound by confidentiality obligations to the Company, the Company shall deliver to such Major Investor copies of all presentations, meeting agendas, notices, minutes, consents and other materials that it provides to the Company’s Board of Directors within two (2) business days of and in the same manner that such materials are provided to the Board of Directors, unless the Company reasonably determines that such disclosure would adversely affect the attorney-client privilege between the Company and its counsel. Notwithstanding the foregoing, the
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Company shall not be obligated to provide the information referenced in the immediately preceding sentence to Foresite at any time that Foresite has the right to exclusively designate the Series B Designee (as such term is defined in the Voting Agreement) to the Company’s Board of Directors.
If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.
Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
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services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.5; (iii) to any existing Affiliate, partner, member, shareholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.
4. | Rights to Future Share Issuances. |
(a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.
(b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Ordinary Shares then held by such Major Investor (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series B Preferred Shares and any other Derivative Securities then held by such Major Investor) bears to the total Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series B Preferred Shares and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Ordinary Shares issued and held,
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or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of all Series B Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series B Preferred Shares and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c).
(c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1.
(d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation); and (ii) Ordinary Shares issued in the IPO.
5. | Additional Covenants. |
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Immediately after the Completion, to the Company’s knowledge (after consultation with its tax advisors), neither the Company nor any subsidiary of the Company shall be a “Controlled Foreign Corporation” (a “CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) (the “Code”). The Company shall make due inquiry with its tax advisors on at least an annual basis regarding the Company’s status as a CFC and, if it is determined that the Company is or may be a CFC, regarding whether any portion of the Company’s income is “Subpart F Income” (as defined in Section 952 of the Code). No later than sixty (60) days following the end of each taxable year of the Company, the Company shall provide to the Investors the Company’s capitalization table as of the end of the last day of such taxable year. In addition, the Company shall provide the Investors with reasonable access to such other Company information as may be necessary for the Investors to determine the Company’s status as a CFC and to determine whether any Investor is required to report its pro rata portion of the Company’s “Subpart F Income” on its United States federal income tax return, or to allow the Investors to otherwise comply with applicable United States federal income tax laws. In the event that the Company is determined by its Company’s tax advisors, or by counsel or accountants for any Investor, to be a CFC, the Company agrees to use commercially reasonable efforts (consistent with the Company’s overall business objectives and strategies) to (i) avoid generating Subpart F Income; and (ii) annually make dividend distributions to each Investor, to the extent permitted by law and subject to available cash, in a per share amount calculated by reference to fifty percent (50%) of any income of the Company that would have been deemed distributed per share to the Investors pursuant to Section 951(a) of the Code.
After consultation with its tax advisors, the Company does not believe that it or any of its subsidiaries is currently a “passive foreign investment company” within the meaning of Section 1297 of the Code (“PFIC”). The Company shall use commercially reasonable efforts to avoid being a PFIC within the meaning of Section 1297 of the Code, taking into account the Company’s overall business objectives and strategies. In connection with any “Qualified Electing Fund” election made by any Investor (or its beneficial owners) pursuant to Section 1295 of the Code or any “Protective Statement” filed by any Investor (or its beneficial owners) pursuant to U.S. Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide an annual information statement to such Investor, as required by the applicable Treasury Regulations in form and substance as soon as reasonably practicable following the end of each taxable year of such Investor (but in no event later than ninety (90) days following the end of each such taxable year), and shall provide such Investor with access to such other Company information as may be required for purposes of filing United States federal income tax returns of the Investors (or their beneficial owners) in connection with such “Qualified Electing Fund” election or “Protective Statement”. In the event that any Investor (or
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any of its beneficial owners) has made a “Qualified Electing Fund” election and must include in its gross income for a particular taxable year its pro rata share of the Company’s (or any Company subsidiary’s) earnings and profits pursuant to Section 1293 of the Code, as amended (or any successor thereto), the Company agrees to make a dividend distribution to such Investor (no later than ninety (90) days following the end of such Investor’s taxable year or, if later, sixty (60) days after the Company is informed by such Investor that it (or any of its beneficial owners) has been required to recognize such an income inclusion) in an amount equal to fifty percent (50%) of the amount that would be included by such Investor (or its beneficial owners) if such person were a “United States person” as such term is defined in Section 7701(a)(30) of the Code and had such person made a valid and timely “Qualified Electing Fund” election which was applicable to such taxable year.
The Company shall take such actions, including making an election to be treated as a corporation or refraining from making an election to be treated as a partnership, as may be required to ensure that at all times the Company is treated as a corporation for United States federal income tax purposes.
The Company shall make due inquiry with its tax advisors (and shall cooperate with the Investors’ tax advisors with respect to such inquiry) on at least an annual basis regarding whether any Investor’s (or any of its beneficial owners’) direct or indirect interest in the Company is subject to the reporting requirements of either or both of Sections 6038 and 6038B of the Code (and the Company shall duly inform the Investors of the results of such determination), and in the event that any Investor’s (or any of its beneficial owners’) direct or indirect interest in Company is determined by the Company’s tax advisors or such Investor’s tax advisors to be subject to the reporting requirements of either or both of Sections 6038 and 6038B of the Code, the Company agrees, upon a request from such Investor, to provide such information to such Investor as may be necessary to fulfil such Investor’s (or its beneficial owners’) obligations thereunder.
The Company further covenants and agrees that to the extent it has any U.S. tax reporting compliance obligations, it shall engage, within ninety (90) days following the date upon which the facts and circumstances triggering such tax compliance reporting obligations arise, with a reputable U.S. tax advisory firm to assist the Company with such U.S. tax reporting and compliance obligations.
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that it shall (and shall cause each of its subsidiaries and affiliates to) maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. Upon request, the Company agrees to provide responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall promptly notify each Investor if the Company becomes aware of any Enforcement Action (as defined in the Subscription Agreement). The Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed in the future, to comply with the FCPA. The Company shall use its best efforts to cause any direct or indirect subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws.
6. | Miscellaneous. |
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adverse to Fidelity shall be effective as to Fidelity without the prior written consent of Fidelity, so long as Fidelity is a Major Investor, (iii) no waiver or amendment of Subsections 2.11 and 3.1 or this clause (iii) that is adverse to Foresite shall be effective as to Foresite without the prior written consent of Foresite, so long as Foresite is a Major Investor, (iv) no waiver or amendment of Subsections 2.11 and 3.1 or this clause (iv) that is adverse to Xxxxxxxx shall be effective as to Xxxxxxxx without the prior written consent of Xxxxxxxx, so long as Xxxxxxxx is a Major Investor, (v) no waiver or amendment of Subsection 3.1 or this clause (v) that is adverse to New Leaf shall be effective as to New Leaf, so long as New Leaf is a Major Investor and (vi) the definition of “Major Investor” may not be changed without the consent of (a) Fidelity for so long as Fidelity is a Major Investor and (b) Xxxxxxxx for so long as Xxxxxxxx is a Major Investor. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
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Each Investor irrevocably agrees that, in the event of multiple disputes involving the same or substantially the same facts or issues between the Company and the Investors, the Company may, in order to facilitate the comprehensive resolution of related disputes, apply to the arbitrator first appointed to hear any such dispute to consolidate the arbitration with any other arbitration or proposed arbitration involving the Investor and relating to this Agreement. Such arbitrator shall not consolidate such arbitrations unless it determines that (a) there are issues of fact or law common to the arbitrations in questions so that a consolidated proceeding would be more efficient than separate proceedings, and (b) no party would be prejudiced as a result of such consolidation through undue delay or otherwise.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
WAVE LIFE SCIENCES PTE. LTD. | ||
By: | /s/ Xxxx X. Xxxxx, M.D. | |
Name: | Xxxx X. Xxxxx, M.D. | |
Title: | President and Chief Executive Officer |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Foresite Capital Fund III, L.P. | ||
By: Foresite Capital Management III, LLC its General Partner | ||
By: | /s/ Xxxxxx X. Xxxx | |
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Name: | Xxxxxx X. Xxxx | |
Title: | Chief Financial Officer | |
Dated: | 8-11-15 | |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Fidelity Select Portfolios: Biotechnology Portfolio | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
| ||
Name: | Xxxxxx Xxxxxxxx | |
Title: | Deputy Treasurer | |
Dated: |
| |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
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Name: | Xxxxxx Xxxxxxxx | |
Title: | Deputy Treasurer | |
Dated: |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
RA CAPITAL HEALTHCARE FUND, L.P. | ||
By: RA Capital Management, LLC | ||
Its: General Partner | ||
By: | /s/ Xxxxx Xxxxxxxxxx | |
| ||
Name: | Xxxxx Xxxxxxxxxx | |
Title: | Authorized Signatory |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
XXXXXXXXX PARTNERS LLC – SERIES A | ||
By: | /s/ Xxxx X. Xxxxxxxx | |
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Name: | Xxxx X. Xxxxxxxx Investment Manager DUMAC, Inc. Authorized Agent | |
Title: | Authorized Signatory | |
By: | /s/ Xxxxxxx X. Xxxx | |
| ||
Name: | Xxxxxxx X. Xxxx Assistant Treasurer DUMAC, Inc. Authorized Agent | |
Title: | Authorized Signatory |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
New Leaf Growth Fund I, L.P. | ||
By: New Leaf Growth Associates I, L.P. | ||
Its: General Partner | ||
By: New Leaf Venture Management III, L.L.C. | ||
Its: General Partner | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
| ||
Name: | Xxxxx X. Xxxxxxxx | |
Title: | Chief Financial Officer | |
Dated: | 8-12-15 | |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Redmile Capital Fund, LP | ||
By: | /s/ Xxxxxx Xxxxx | |
| ||
Name: | Xxxxxx Xxxxx | |
Title: | Managing Member of the General Partner and the Investment Manager | |
Dated: | 8/12/2015 | |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Redmile Capital Offshore Fund, Ltd. | ||
By: | /s/ Xxxxxx Xxxxx | |
| ||
Name: | Xxxxxx Xxxxx | |
Title: | Managing Member of the Investment Manager | |
Dated: | 8/12/2015 | |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Redmile Special Opportunities Fund, Ltd. | ||
By: | /s/ Xxxxxx Xxxxx | |
| ||
Name: | Xxxxxx Xxxxx | |
Title: | Managing Member of the Investment Manager | |
Dated: | 8/12/2015 | |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Redmile Capital Offshore Fund II, Ltd. | ||
By: | /s/ Xxxxxx Xxxxx | |
| ||
Name: | Xxxxxx Xxxxx | |
Title: | Managing Member of the Investment Manager | |
Dated: | 8/12/2015 | |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Redmile Biotechnologies Investments I AF, LP | ||
By: | /s/ Xxxxxx Xxxxx | |
| ||
Name: | Xxxxxx Xxxxx | |
Title: | Managing Member of the Mngt. Co./Investment Manager | |
Dated: | 8/12/2015 | |
| ||
E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Cormorant Global Healthcare Master Fund, LP | ||
By: | /s/ Xxxxx Xxxx | |
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Name: | Xxxxx Xxxx | |
Title: | Managing Member of the General Partner | |
Dated: | August 12, 2015 | |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Xxxxxx Investment Partners I, L.P. | ||
By: | /s/ Xxxxxx X. Xxxxxx | |
| ||
Name: | Xxxxxx X. Xxxxxx | |
Title: | Chief Compliance Officer | |
Dated: | 8/12/15 | |
| ||
E-mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Xxxxxx Investment Partners II, L.P. | ||
By: | /s/ Xxxxxx X. Xxxxxx | |
| ||
Name: | Xxxxxx X. Xxxxxx | |
Title: | Chief Compliance Officer | |
Dated: | 8/12/15 | |
| ||
E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Leerink Holdings LLC | ||
By: | /s/ Xxxxxxx X.X. Xxxxxxx | |
| ||
Name: | Xxxxxxx X.X. Xxxxxxx | |
Title: | General Counsel | |
Dated: | 8/12/2015 | |
| ||
E-Mail Address | ||
Copy to: |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Leerink Xxxxx Co-Investment Fund, LLC | ||
By: | /s/ Xxxxxxx X. Leerink | |
| ||
Name: | Xxxxxxx X. Leerink | |
Title: | Manager | |
Dated: | 8/12/2015 | |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Xxxxxxxx Global Healthcare Master Fund, Ltd. | ||
By: Xxxxxxxx Associates LLC, as the Investment Manager of Xxxxxxxx Global Healthcare Master Fund, Ltd. | ||
By: | /s/ Xxxxx Xxxx | |
| ||
Name: | Xxxxx Xxxx | |
Title: | Managing Director of Xxxxxxxx Associates LLC | |
Dated: | August 12, 2015 | |
| ||
E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
SNBL USA, Ltd. | ||
By: | /s/ Xxxxxxx Xxxxxx | |
| ||
Name: | Xxxxxxx Xxxxxx | |
Title: | Chairman | |
Dated: |
| |
| ||
E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Shin Nippon Biomedical Laboratories, Ltd. | ||
By: | /s/ Xxxxxxx Xxxxxx | |
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Name: | Xxxxxxx Xxxxxx | |
Title: | Chairman and CEO | |
Dated: |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Kagoshima Shinsangyo Sousei Investment Limited Partnership | ||
By: | /s/ Xxxxxxxx Xxxxxx | |
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Name: | Xxxxxxxx Xxxxxx | |
Title: |
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Dated: |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Xxxxxxx X. Xxxxxxx | ||
Printed Name of Individual | ||
/s/ Xxxxxxx X. Xxxxxxx | ||
Signature of Individual | ||
Dated: |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Xxxxxxx Xxxx | ||
Printed Name of Individual | ||
/s/ Xxxxxxx Xxxx | ||
Signature of Individual | ||
Dated: | Aug. 13, 2015 | |
E-mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTORS: | ||
Xxxx X. Xxxxx, M.D. | ||
Printed Name of Individual | ||
/s/ Xxxx X. Xxxxx, M.D. | ||
Signature of Individual | ||
Dated: |
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E-Mail Address |
SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT
SCHEDULE A
Investors
Foresite Capital Fund III, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx
Email:
Fidelity Select Portfolios: Biotechnology Portfolio
c/o Brown Brothers Xxxxxxxx & Co.
000 Xxxxxxxxxx Xxxx
Xxxxxx Xxxx XX 00000
Attn: Xxxxxxx Xxxxxx 15th Floor
Corporate Actions
Email:
Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund
c/o State Street Bank & Trust
XX Xxx 0000
Xxxxxx, XX 00000
Attn: Bangle & Co fbo Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund
Email:
RA Capital Healthcare Fund, L.P.
00 Xxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
(000) 000-0000
Xxxxxxxxx Partners LLC
00 Xxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
New Leaf Growth Fund I, L.P.
0 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx
Email:
Redmile Fund, LP
c/o Redmile Group, LLC
One Letterman Drive, Bld. D, Suite D3-300
San Francisco, CA 94129
Redmile Capital Offshore Fund, Ltd.
c/o Redmile Group, LLC
Xxx Xxxxxxxxx Xxxxx, Xxx. X, Xxxxx X0-000
Xxx Xxxxxxxxx, XX 00000
Redmile Special Opportunities Fund, Ltd.
c/o Redmile Group, LLC
One Letterman Drive, Bld. D, Suite D3-300
San Francisco, CA 94129
Redmile Capital Offshore Fund II, Ltd.
c/o Redmile Group, LLC
Xxx Xxxxxxxxx Xxxxx, Xxx. X, Xxxxx X0-000
Xxx Xxxxxxxxx, XX 00000
Redmile Biotechnologies Investments I AF, LP
c/o Redmile Group, LLC
Xxx Xxxxxxxxx Xxxxx, Xxx. X, Xxxxx X0-000
Xxx Xxxxxxxxx, XX 00000
Cormorant Global Healthcare Master Fund, LP
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Xxxxxx Investment Partners II, L.P.
Xxx Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Leerink Holdings LLC
Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Leerink Xxxxx Co-Investment Fund, LLC
Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Xxxxxxxx Global Healthcare Master Fund, Ltd.
c/o Jennison Associates LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Email: |
SNBL USA, Ltd.
0000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Shin Nippon Biomedical Laboratories Ltd.
0000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Kagoshima Shinsangyo Sousei Investment Limited Partnership
0-0-00 Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxxx
000-0000 Xxxxx
099-260-3311
Xxxxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxxx, 00X
Xxxxxx, XX 00000
Xxxxxxx Xxxx
4-11-42-301 Xxxxx Xxx
Xxxxxxx, Xxxxx 000-0000, Xxxxx
Email:
Xxxx X. Xxxxx
000 X. Xxxxxxxx Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Email: