EXHIBIT 4.2
NINTH AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT
MARCH 31, 2000
Table Of Contents
Page
SECTION 1 REGISTRATION RIGHTS.......................................... 2
1.1 Definitions...................................................... 2
1.2 Demand Registration.............................................. 3
1.3 Company Registration............................................. 5
1.4 Expenses of Registration......................................... 6
1.5 Obligations of the Company....................................... 6
1.6 Indemnification.................................................. 7
1.7 Information by Holder............................................ 9
1.8 Transfer of Registration Rights.................................. 9
1.9 Form S-3......................................................... 9
1.10 Delay of Registration............................................ 10
1.11 Limitations on Subsequent Registration Rights.................... 10
1.12 Rule 144 Reporting............................................... 10
1.13 "Market Stand-Off" Agreement..................................... 11
1.14 Amendment of Registration Rights................................. 11
1.15 Termination of Registration Rights............................... 12
SECTION 2 COMPANY COVENANTS............................................ 12
2.1 Annual and Quarterly Financial Information....................... 12
2.2 Inspection....................................................... 13
2.3 Transfer of Rights............................................... 13
SECTION 3 RIGHT OF FIRST REFUSAL....................................... 13
3.1 Pro Rata Right................................................... 13
3.2 New Securities................................................... 14
3.3 Required Notices................................................. 14
3.4 Company's Right to Sell.......................................... 14
3.5 Expiration of Right.............................................. 14
3.6 Assignment....................................................... 15
SECTION 4 MISCELLANEOUS................................................ 15
4.1 Governing Law.................................................... 15
4.2 Successors and Assigns........................................... 15
i.
Table Of Contents
(continued)
Page
4.3 Entire Agreement................................................. 15
4.4 Severability..................................................... 15
4.5 Amendment and Waiver............................................. 15
4.6 Delays or Omissions.............................................. 16
4.7 Notices, etc..................................................... 16
4.8 Titles and Subtitles............................................. 16
4.9 Counterparts..................................................... 16
ii.
TELIK , INC.
NINTH AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT
This Ninth Amended and Restated Investor Rights Agreement (the "Agreement")
is entered into as of this 31st day of March, 2000, by and among Telik, Inc.,
a Delaware corporation (the "Company"), with its principal office at 000-X
Xxxxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and those holders of
the Company's Series B Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I
Preferred Stock, Series J Preferred Stock and Series K Preferred Stock
(collectively, the "Preferred Stock") listed on Exhibit A attached hereto
(collectively, the "Investors" and each individually, an "Investor").
RECITALS
Whereas, the Company and certain of the Investors (the "Existing
Investors") are parties to that certain Eighth Amended and Restated Investor
Rights Agreement, dated as of September 30, 1998 (the "Prior Rights Agreement"),
pursuant to which the Company granted certain registration and information
rights to such Existing Investors; and
Whereas, such Existing Investors desire to supersede and replace such
rights with the rights granted herein; and
Whereas, certain of the undersigned Investors (the "New Investors") are
parties to that certain Series K Preferred Stock Purchase Agreement (the "Series
J Agreement") dated as of March 31, 2000, by and between the Company and such
New Investors, the Company's and such New Investors' obligations under which are
conditioned upon the execution and delivery by sufficient Investors and the
Company of this Agreement; and
Whereas, in connection with the Company's issuance of Series K Preferred
Stock pursuant to the Series K Agreement, the Company desires to grant the
registration and information rights set forth in this Agreement;
Now, Therefore, in consideration of the mutual agreements, covenants, and
conditions set forth herein, the Company and each of the Investors hereby agree
that effective upon the first closing of the Company's issuance and sale of
Series K Preferred Stock to the New Investors pursuant to the Series K
Agreement, all of the provisions of the Prior Rights Agreement shall be null and
void and superseded by the rights and obligations set forth in this Agreement.
This Agreement constitutes the full and entire understanding and agreement
between the parties with regard to the subject matter hereof, and no party shall
be liable or bound to any party in any manner by any warranties, representations
or covenants relating to such subject matter, except as specifically set forth
herein.
1.
SECTION 1
REGISTRATION RIGHTS
The Company hereby grants to each of the Holders (as hereinafter defined)
the registration rights set forth in this Section 1, with respect to the
Registrable Securities (as hereinafter defined) owned by such Holders. The
Company and the Holders agree that the registration rights granted hereunder set
forth the sole and entire agreement between the Company and the Holders with
respect to registration rights of the Company's capital stock.
1.1 Definitions. As used in this Section 1:
(a) The terms "register," "registered" and "registration" refer to a
registration effected by filing with the Securities and Exchange Commission (the
"SEC") a registration statement (the "Registration Statement") in compliance
with the Securities Act of 1933, as amended (the "1933 Act"), and the
declaration or ordering by the SEC of the effectiveness of such Registration
Statement.
(b) The term "Registrable Securities" means (i) Common Stock of the
Company (the "Common Stock") issued or issuable upon conversion of the shares of
Series B Preferred Stock, Series E Preferred Stock, Series F Preferred Stock,
Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock,
Series J Preferred Stock and Series K Preferred Stock, as set forth on Exhibit
A; and (ii) any Common Stock issued as (or issuable upon the conversion or
exercise of any warrant, right, or other security that is issued as) a dividend
or other distribution with respect to, or in exchange or in replacement of, such
Registrable Securities or such Preferred Stock; provided, however, that Common
Stock or other securities shall be treated as Registrable Securities only if and
so long as (A) they have not been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, (B)
they have not been sold in a transaction exempt from the registration and
prospectus delivery requirements of the 1933 Act under Section 4(1) thereof so
that all transfer restrictions and restrictive legends with respect thereto are
removed upon the consummation of such sale, and (C) the registration rights
associated with such securities have not been terminated pursuant to Section
1.15 hereof.
(c) The term "Registration Expenses" shall mean all expenses incurred
by the Company in complying with Sections 1.2 and 1.3 hereof, including, without
limitation, all registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company and one special
counsel for the participant Holders (up to a maximum of $15,000.00 for such
special counsel), blue sky fees and expenses, and the expenses of any regular or
special audits incident to or required by any such registration (but excluding
the compensation of regular employees of the Company which shall be paid in any
event by the Company).
(d) The term "Holder" (collectively, "Holders") means any Investor
(and any transferee as permitted by Section 1.8 hereof) holding Registrable
Securities, securities exercisable or convertible into Registrable Securities or
securities exercisable into securities convertible into Registrable Securities.
2.
(e) The term "Initiating Holders" means any Holder or Holders of at
least fifty percent (50%) of the Registrable Securities then outstanding and not
registered at the time of any request for registration pursuant to Section 1.2
of this Agreement.
(f) The term "Selling Expenses" means all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities.
1.2 Demand Registration.
(a) Demand for Registration. If the Company shall receive from
Initiating Holders a written demand (a "Demand Registration") that the Company
effect any registration of at least fifty percent (50%) of the Registrable
Securities then outstanding, or any lesser percentage if the anticipated
aggregate offering price (before deduction for underwriter commissions and
offering expenses) would exceed $5,000,000.00 (other than a registration on Form
S-3 or any related form of registration statement, such a request being provided
for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within ten (10) days) give
written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as
practicable and as will permit or facilitate the sale and distribution of all or
such portion of such Initiating Holders' Registrable Securities as are specified
in such demand, together with all or such portion of the Registrable Securities
of any Holder or Holders joining in such demand as are specified in a written
demand received by the Company within twenty (20) days after such written notice
is given, provided that the Company shall not be obligated to take any action to
effect any such registration, pursuant to this Section 1.2:
(A) 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 1933 Act;
(B) After the Company has effected two such registrations
pursuant to this Section 1.2 where such registrations have been declared or
ordered effective (and pursuant to which securities have been sold);
(C) 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 of the Company it would be seriously
detrimental to the Company and its stockholders for such Registration Statement
to be filed at the date filing would be required, in which case the Company
shall have an additional period of not more than sixty (60) days within which to
file such Registration Statement; provided, however, that the Company shall not
use this right more than once in any 12-month period;
3.
(D) Prior to the earlier of (1) one hundred eighty (180)
days following the date the initial underwritten public offering of the
Company's securities is declared effective by the SEC or December 31, 2000;
(E) During the period starting with the date sixty (60) days
prior to the Company's estimated date of filing of, and ending on the date one
hundred eighty (180) days 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 employing in good
faith all reasonable efforts to cause such registration statement to become
effective and that the Company's estimate of the date of filing such
registration statement is made in good faith;
(F) If the Company shall furnish to such Holders a written
notice within thirty (30) days of any written demand for registration specifying
the Company's intent to register its securities pursuant to Section 1.3 below
within thirty (30) days of providing such notice to Holders.
(b) Underwriting. If the Initiating Holders intend to distribute the
Registrable Securities covered by their demand by means of an underwriting, they
shall so advise the Company as part of their demand made pursuant to this
Section 1.2; and the Company shall include such information in the written
notice referred to in Section 1.2(a)(i). In such event, the right of any Holder
to registration pursuant to this Section 1.2 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.
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 underwriter or underwriters selected by a majority in
interest of the Initiating Holders and reasonably satisfactory to the Company.
Notwithstanding any other provision of this Section 1.2, if the underwriter
shall advise the Company in writing that marketing factors (including, without
limitation, an adverse effect on the per share offering price) require a
limitation of the number of shares to be underwritten, then the Company shall so
advise all Holders of Registrable Securities that would otherwise be registered
and underwritten pursuant hereto, and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be
allocated pro rata among such Holders thereof in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by such
Holders at the time of filing the Registration Statement. No Registrable
Securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration.
If any Holder disapproves of the terms of the underwriting, such Holder may
elect to withdraw therefrom by written notice to the Company, the underwriter
and the Initiating Holders. The Registrable Securities so withdrawn shall also
be withdrawn from registration.
If the underwriter has not limited the number of Registrable Securities to
be underwritten, the Company may include securities for its own account (or for
the account of other stockholders) in such registration if the underwriter so
agrees and if the number of Registrable
4.
Securities that would otherwise have been included in such registration and
underwriting will not thereby be limited.
1.3 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 security 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 or (iii) a registration pursuant to Section 1.2 hereof, the
Company will:
(i) promptly give to each Holder written notice thereof (which
shall include a list of the jurisdictions in which the Company intends to
attempt to qualify such securities under applicable blue sky or other state
securities laws); and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting involved
therein, all the Registrable Securities specified in a written request or
requests, made within twenty (20) days after receipt of such written notice from
the Company, by any Holder or Holders, except as set forth in Section 1.3(b)
below.
(b) Underwriting. 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 1.3(a)(i). In such event the right of any Holder to
registration pursuant to this Section 1.3 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 shall, together with the Company and the other parties distributing
their securities through such underwriting, enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by the Company. Notwithstanding any other provision of this
Section 1.3 (except for the last sentence of this paragraph), if the underwriter
determines that marketing factors require a limitation of the number of shares
to be underwritten, the underwriter may limit the number of Registrable
Securities to be included in the registration and underwriting, or may exclude
Registrable Securities entirely from such registration and underwriting subject
to the terms of this Section 1.3; provided, however, that after the first public
offering of the Company's securities, the number of Registrable Securities to be
sold in any such registration shall not be reduced to below 25% of the total
amount of securities included in such offering. The Company shall so advise all
Holders of the Company's securities that would otherwise be registered and
underwritten pursuant hereto, and the number of shares of such securities,
including Registrable Securities, that may be included in the registration and
underwriting shall be allocated in the following manner: shares, other than
Registrable Securities, requested to be included in such registration by
stockholders shall be excluded, and if a limitation on the number of shares is
still required, the number of Registrable Securities that may be included shall
be allocated among the Holders thereof in proportion, as nearly as practicable,
to the respective amounts of Registrable Securities held by each such Holder at
the
5.
time of filing the Registration Statement. No securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration.
If any Holder disapproves of the terms of the underwriting, it may elect to
withdraw therefrom by written notice to the Company and the underwriter. The
Registrable Securities so withdrawn shall also be withdrawn from registration.
If by the withdrawal of such securities a greater number of securities held by
other Holders may be included in such registration (up to the maximum of any
limitation imposed by the underwriters), then the Company shall offer to all
Holders who have included securities in the registration the right to include
additional securities in the same proportion used in determining the underwriter
limitation in this Section 1.3(b).
(c) Right to Terminate Registration. The Company shall have the right
to terminate or withdraw any registration initiated by it under this Section 1.3
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration.
1.4 Expenses of Registration. All Registration Expenses incurred in
connection with the first two (2) registrations effected pursuant to Section
1.2, the first two (2) registrations effected pursuant to Section 1.9, and all
registrations effected pursuant to Section 1.3 shall be borne by the Company.
Unless otherwise stated, all Selling Expenses relating to securities registered
on behalf of the Holders and all other Registration Expenses shall be borne by
the Holders holding such securities pro rata on the basis of the number of
shares so registered. The Company shall not be required to pay stock transfer
taxes or underwriters' discounts or selling commissions relating to Registrable
Securities. Notwithstanding anything to the contrary above, the Company shall
not be required to pay for any Registration Expenses of any registration
proceeding under Section 1.2 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable
Securities to have been registered, unless such Holders agree to forfeit their
right to a demand registration pursuant to Section 1.2 (in which event such
right shall be forfeited by all Holders). In the absence of such an agreement
to forfeit, the Holders of Registrable Securities to have been registered shall
bear all such expenses pro rata on the basis of the Registrable Securities to
have been registered. Notwithstanding the preceding sentence, however, if at
the time of the withdrawal, the Holders have learned of a material adverse
change in the condition, business or prospects of the Company from that known to
the Holders at the time of their request (and known by the Company at the time
of such request), then the Holders shall not be required to pay any of said
expenses and shall retain their rights pursuant to Section 1.2.
1.5 Obligations of the Company. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its diligent best efforts to
cause such registration statement to become effective, and keep such
registration statement effective for up to one hundred eighty (180) days or
until the distribution described in the Registration Statement has been
completed.
6.
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933 Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the 1933 Act of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
(g) Deliver any documents customarily prepared in connection with any
registrations, including an opinion of counsel to the Company covering legal
matters relating to the registration and, to the extent practical a letter from
the Company's independent certified public accountants as to matters relating to
financial information contained in the registration statement.
1.6 Indemnification.
(a) The Company will, and does hereby undertake to, indemnify and hold
harmless each Holder of Registrable Securities, each of such Holder's directors,
officers, partners and agents, and each person controlling such Holder, with
respect to any registration, qualification or compliance effected pursuant to
this Section 1, and each underwriter, if any, and each person who controls any
underwriter, of the Registrable Securities held by or issuable to such Holder,
against all claims, losses, damages and liabilities (or actions in respect
thereto) to which they may become subject under the 1933 Act, the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or other federal or state law
arising out of or based on (i) any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus, offering circular or
other similar document (including any related Registration Statement,
notification, or the like) incident to any such registration, qualification or
compliance, or based on any omission
7.
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances in which they were made, or (ii) any violation by the Company
of any federal, state or common law rule or regulation applicable to the Company
in connection with any such registration, qualification or compliance, and will
reimburse each such Holder, and each such Holder's directors, officers,
partners, agents and controlling persons, and each such underwriter and such
underwriter's controlling person, for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action; provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or action arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by an
instrument duly executed by such Holder or underwriter and stated to be
specifically for use therein.
(b) Each Holder will, and if Registrable Securities held by or
issuable to such Holder are included in such registration, qualification or
compliance, does hereby undertake to indemnify and hold harmless the Company,
each of its directors and officers, and each person controlling the Company,
each underwriter, if any, and each person who controls any underwriter, of the
Company's securities covered by such a Registration Statement, and each other
Holder, each of such other Holder's directors, officers, partners, and agents
and each person controlling such other Holder, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such Registration Statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances in which they were made,
and will reimburse the Company, each of its directors, officers and controlling
persons, each such underwriter and such underwriter's controlling person, and
each such other Holder, and each such other Holder's directors, officers,
partners, agents and controlling persons, for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) was made in such Registration Statement,
prospectus, offering circular or other document, in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by such Holder and stated to be specifically for use therein;
provided, however, that the liability of each Holder hereunder shall be limited
to the net proceeds received by such Holder from the sale of securities under
such Registration Statement.
(c) Each party entitled to indemnification under this Section 1.6 (the
"Indemnified Party") shall give notice to the party required to provide such
indemnification (the "Indemnifying Party") of any claim as to which
indemnification may be sought promptly after such Indemnified Party has actual
knowledge thereof, and shall permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting therefrom; provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be subject to approval by the Indemnified Party (whose
approval shall not be unreasonably withheld) and the Indemnified Party may
participate in such defense at the Indemnifying Party's expense if
representation of such Indemnified Party would be inappropriate due to actual or
8.
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding; and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section 1, except
to the extent that such failure to give notice shall materially adversely affect
the Indemnifying Party in the defense of any such claim or any such litigation.
No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff therein, to such
Indemnified Party, of a release from all liability in respect to such claim or
litigation.
1.7 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 Section 1.
1.8 Transfer of Registration Rights. The rights, contained in Sections
1.2, 1.3 and 1.9 hereof, to cause the Company to register the Registrable
Securities, may be assigned or otherwise conveyed to a transferee or assignee of
Registrable Securities, who shall be considered a "Holder" for purposes of this
Section 1, provided that, (a) such transferee or assignee (i) receives such
securities as a partner in connection with distributions by a Holder which is a
partnership or (ii) acquires at least fifty percent (50%) of the shares of
Registrable Securities originally held by such Holder or all of the Registrable
Securities then held by such Holder, and (b) 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
(c) such transfer is otherwise effected in accordance with applicable federal
and state securities laws.
1.9 Form S-3. If the Company's stock becomes publicly traded, the Company
shall use its best efforts to qualify for registration on Form S-3 and to that
end the Company shall register (whether or not required by law to do so) the
Common Stock under the 1934 Act within six (6) months following the effective
date of the first registration of any securities of the Company on Form S-1.
After the Company has qualified for the use of Form S-3, the Holders of
Registrable Securities shall have the right to request registrations on Form S-3
thereafter under this Section 1.9. The Company shall give notice to all Holders
of Registrable Securities of the receipt of a request for registration pursuant
to this Section 1.9 and shall provide a reasonable opportunity for other Holders
to participate in the registration.
Subject to the foregoing, the Company will use its best efforts to effect
as soon as practicable the registration of all shares of Registrable Securities
on Form S-3 to the extent requested by the Holder or Holders thereof for
purposes of disposition; provided, however, that the Company shall not be
obligated to effect any such registration (i) if the Holders, together with the
holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public of less than $500,000.00, (ii) 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 of the Company it would be seriously detrimental to the Company and
its stockholders
9.
for such Registration Statement to be filed at the date filing would be
required, in which case the Company shall have an additional period of not more
than sixty (60) days within which to file such Registration Statement, provided
further, however, that the Company shall not use this right more than once in
any 12-month period, (iii) 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 1933 Act, or (iv) during the period starting with the date sixty (60) days
prior to the Company's estimated date of filing of, and ending on the date three
(3) 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 employing in good faith all
reasonable efforts to cause such registration statement to become effective and
that the Company's estimate of the date of filing such registration statement is
made in good faith. Notwithstanding the foregoing, nothing herein shall
restrict, prohibit or limit in any way a Holder's ability to exercise its
registration rights under Section 1.3 hereof. The Company shall not be required
to effect more than two (2) registrations pursuant to this Section 1.9 in any
12-month period.
1.10 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.
1.11 Limitations on Subsequent Registration Rights. From and after the date
of this Agreement, the Company shall not, without the prior written consent of
the Holders of at least fifty percent (50%) of the Registrable Securities then
outstanding and not registered, enter into any agreement with any holder or
prospective holder of any securities of the Company which would allow such
holder or prospective holder to (i) require the Company to effect a registration
or (ii) include any securities in any registration filed under Section 1.2 or
1.3 hereof, unless, under the terms of such agreement, such holder or
prospective holder may include such securities in any such registration only to
the extent that the inclusion of such securities will not diminish the amount of
Registrable Securities which are included in such registration and includes the
equivalent of Section 1.13 as a term.
1.12 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 SEC Rule 144 or any similar or analogous rule
promulgated under the 1933 Act, at all times after it has become subject to the
reporting requirements of the 1934 Act;
(b) File with the SEC, in a timely manner, all reports and other
documents required of the Company under the 1933 Act and 1934 Act (after it has
become subject to such reporting requirements);
(c) So long as a Holder owns any Registrable Securities, furnish to
such Holder forthwith upon request: a written statement by the Company as to its
compliance with
10.
the reporting requirements of said Rule 144 (at any time commencing ninety (90)
days after the effective date of the first registration filed by the Company for
an offering of its securities to the general public), the 1933 Act and the 1934
Act (at any time after it has become subject to such reporting requirements); a
copy of the most recent annual or quarterly report of the Company; and such
other reports and documents as a Holder may reasonably request in availing
itself of any rule or regulation of the SEC allowing it to sell any such
securities without registration.
1.13 "Market Stand-Off" Agreement. Each Holder hereby agrees that (a) for
the Designated Period (as hereafter defined) following the effective date of the
first registration statement of the Company covering Common Stock (or other
securities) to be sold on its behalf in an underwritten public offering and (b)
during the seven (7) days prior to, and during the Designated Period following
the effective date of a registration statement of the Company filed under the
1933 Act under which a Holder includes securities of the Company, it shall not,
to the extent requested by the Company and any underwriter, sell, pledge,
transfer, make any short sale of, loan, grant any option for the purchase of, or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any Common Stock held by it at any time during such period except Common
Stock included in such registration; provided, that all officers and directors
of the Company and all other persons with registration rights (whether or not
pursuant to this Agreement) enter into similar agreements, and provided further
that each Holder of Registrable Securities shall be subject to the same
Designated Period and that the same terms and conditions imposed during each
Designated Period shall apply equally to each Holder of Registrable Securities.
In order to enforce the foregoing covenant, the Company may impose stop-
transfer instructions with respect to the Registrable Securities of each Holder
(and the shares or securities of every other person subject to the foregoing
restriction) until the end of such period.
As used in this Section 1.13, "Designated Period" shall mean a period of
time determined by the Board of Directors after consultation with the
underwriters, if any. As used herein, the Designated Period may be more than
one period of time, if a specific portion of the shares subject to this Section
1.13, as determined by the Board of Directors, is assigned one period of time
and one or more other portions of the shares subject to this Section 1.13 are
assigned other periods of time.
1.14 Amendment of Registration Rights. Any provision of this Section 1 may
be amended and the observance thereof 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 not less than fifty percent
(50%) of the Registrable Securities then outstanding and not registered. Any
amendment or waiver effected in accordance with this Section shall be binding
upon each Holder, each future Holder of Registrable Securities and the Company.
Notwithstanding the foregoing, the written consent of the Holders of a majority
of the Series B Preferred, Series E Preferred, Series F Preferred, Series G
Preferred, Series H Preferred Stock, Series I Preferred Stock, Series J
Preferred Stock or Series K Preferred Stock, as the case may be, shall be
required for any amendment which adversely affects the Holders of any such
series in a manner different from the Holders of any other series.
11.
1.15 Termination of Registration Rights. The rights of any particular
Holder to request registration or inclusion in any registration pursuant to this
Section 1 shall terminate on the date which is five (5) years after the date of
the initial underwritten public offering of the Company, and shall also
terminate as to any Holder who holds less than two percent (2%) of the
outstanding Common Stock determined in accordance with SEC Rule 144 (or any
similar or analogous rule promulgated under the 0000 Xxx) at such time as such
Holder is able to dispose of all of its Registrable Securities in any 90-day
period pursuant to SEC Rule 144.
SECTION 2
COMPANY COVENANTS
Until the earlier of (i) such time as the Company shall first become
subject to the periodic reporting requirements of Sections 13 or 15(d) of the
1934 Act, or any successor statute and any applicable rules promulgated
thereunder by the SEC or (ii) the closing date of the Company's initial
underwritten public offering, the Company hereby covenants and agrees as
follows:
2.1 Annual and Quarterly Financial Information. The Company shall provide
each Investor (together with any subsidiary, affiliate or partner of such
Investor), which originally held at least twenty percent (20%) of the
outstanding shares of the Series B Preferred Stock, Series E Preferred Stock,
Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock,
Series I Preferred Stock, Series J Preferred Stock or Series K Preferred Stock
(including any shares of Common Stock issued upon conversion thereof) at the
time of its initial purchase, the following reports:
(a) As soon as practicable after the end of each fiscal year, and in
any event within 120 days thereafter, an audited consolidated balance sheet of
the Company and its subsidiaries, if any, as at the end of such fiscal year, and
audited consolidated statements of income, retained earnings and cash flows of
the Company and its subsidiaries, if any, for such fiscal year, prepared in
accordance with generally accepted accounting principles and setting forth in
each case in comparative form the figures for the previous fiscal year, if any,
all in reasonable detail and accompanied by a report and opinion thereon by
independent certified public accountants of national standing selected by the
Company's Board of Directors; and
(b) As soon as practicable after the end of each of the first three
quarters of the fiscal year, but in any event within sixty (60) days after the
end of each such quarter, the Company's unaudited consolidated balance sheet as
of the end of such quarter, and its unaudited consolidated statements of income,
retained earnings and cash flows for such quarter, all in reasonable detail and,
insofar as practicable, prepared in accordance with generally accepted
accounting principles and certified by the principal financial or accounting
officer of the Company.
In addition to any other events upon which the rights set forth in
this Section 2.1 may terminate, the rights set forth in this Section 2.1 shall
terminate, as to any such Investor, at such time as it no longer owns at least
twenty percent (20%) of the shares of Series B Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H
Preferred Stock, Series I Preferred Stock, Series J Preferred Stock or Series K
Preferred Stock
12.
originally held by such Investor, including any shares of Common Stock issued
upon conversion thereof, as set forth opposite such Investor's name on Exhibit A
attached hereto.
2.2 Inspection. The Company shall permit each Investor which (together
with any subsidiary, affiliate, or partner of such Investor) originally held at
least twenty percent (20%) of the outstanding Series B Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H
Preferred Stock, Series I Preferred Stock, Series J Preferred Stock or Series K
Preferred Stock (including any Common Stock issued on conversion thereof) at the
time of its initial purchase, its attorney or its other representative to visit
and inspect the Company's properties, to examine the Company's books of account
and other records, to make copies or extracts therefrom and to discuss the
Company's affairs, finances and accounts with its officers, management employees
and independent accountants, all at such reasonable times and as often as such
Investor may reasonably request. In addition to any other events upon which the
rights set forth in this Section 2.2 may terminate, the rights set forth in this
Section 2.2 shall terminate, as to any such Investor, at such time as it no
longer owns at least twenty percent (20%) of the shares of Series B Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred
Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred
Stock or Series K Preferred Stock originally held by such Investor, including
any shares of Common Stock issued upon conversion thereof, as set forth opposite
such Investor's name on Exhibit A attached hereto.
2.3 Transfer of Rights. The rights granted pursuant to this Section 2 may
not be assigned or otherwise conveyed by any Investor or by any subsequent
transferee of any such rights without the written consent of the Company, which
consent shall not be unreasonably withheld; provided that (a) the Company may
refuse such written consent if the proposed transferee is reasonably believed by
the Company to be a competitor of the Company; (b) no such written consent shall
be required if the transfer is in connection with a transfer of at least twenty
percent (20%) of the then outstanding Series B Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H
Preferred Stock, Series I Preferred Stock, Series J Preferred Stock or Series K
Preferred Stock (including any Common Stock issued on conversion thereof); (c)
the Company is given timely written notice of such transfer of rights and (d)
the Company shall not be obliged to consent to the transfer of the rights set
forth in Section 2.2 unless the transferee is the holder of at least twenty
percent (20%) of the then outstanding Series B Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H
Preferred Stock, Series I Preferred Stock, Series J Preferred Stock or Series K
Preferred Stock (including any Common Stock issued on conversion thereof).
SECTION 3
RIGHT OF FIRST REFUSAL
3.1 Pro Rata Right. The Company hereby grants to each Investor the right
of first refusal to purchase up to its pro rata share of all (or any part of)
New Securities (as defined in Section 3.2 hereof) which the Company may, from
time to time, propose to sell and issue. An Investor's pro rata share, for
purposes of this right of first refusal, is the ratio (A) the numerator of which
is the number of shares of Common Stock then held by such Investor plus the
number of shares of Common Stock issuable to such Investor upon the conversion
of shares of Preferred
13.
Stock then held by such Investor on the date of the Company's written notice
pursuant to Section 3.3 hereof and (B) the denominator of which is the number of
shares of Common Stock outstanding on such date (on an as-converted basis). This
right of first refusal shall furthermore be subject to the following provisions
of this Section 3.
3.2 New Securities. "New Securities" shall mean any capital stock of the
Company, whether now authorized or not, and rights, options or warrants to
purchase capital stock, and securities of any type whatsoever that are, or may
become, convertible into capital stock; provided that the term "New Securities"
does not include (i) securities issuable upon conversion of or with respect to
currently outstanding Preferred Stock or the shares issued or issuable pursuant
to the Series K Agreement or upon exercise of any currently outstanding warrants
to purchase capital stock; (ii) securities issued pursuant to the acquisition of
another corporation by the Company by merger, purchase of substantially all the
assets or other reorganization whereby the Company owns more than fifty percent
(50%) of the voting power of such corporation; (iii) Common Stock (including
options to purchase Common Stock) issued to employees, consultants or directors
of the Company pursuant to any stock option plan or stock purchase or stock
bonus agreement or arrangement approved by the Board of Directors of the
Company; (iv) securities issued in connection with business relationships with
equipment lessors, vendors or customers (not to exceed 25,000 shares of Common
Stock (as presently constituted)); (v) securities issued pursuant to any stock
dividend, stock split, combination, recapitalization or other reclassification
by the Company of any of its capital stock; (vi) the issuance of shares pursuant
to the Series K Agreement.
3.3 Required Notices. In the event the Company proposes to undertake an
issuance of New Securities, it shall give each Investor written notice of its
intention, describing the type of New Securities, the price and the general
terms upon which the Company proposes to issue the same. Each Investor shall
have twenty (20) days from the date of receipt of any such notice to agree to
purchase the Investor's pro rata share of such New Securities for the price and
upon the general terms specified in the notice by giving written notice to the
Company and stating therein the quantity of New Securities to be purchased.
3.4 Company's Right to Sell. In the event the Investors fail to exercise
within said twenty-day period the right of first refusal as to all New
Securities offered in such notice, the Company shall have 120 days thereafter to
sell all such New Securities not elected to be purchased by the Investors, at a
price and upon general terms no more favorable in any material respect to the
purchasers thereof than specified in the Company's notice. In the event the
Company has not sold all such New Securities within said 120-day period, the
Company shall not thereafter issue or sell any New Securities, without first
offering such securities to the Investors in the manner provided herein.
3.5 Expiration of Right. The right of first refusal granted under this
Section 3 shall not apply to, and shall expire upon, the closing of the sale of
shares of Common Stock in a firm commitment underwritten public offering
registered under the 1933 Act (other than a registration relating solely to a
transaction under Rule 145 under the 1933 Act or any successor rule thereto)
(hereinafter, a "Qualified Public Offering").
14.
3.6 Assignment. The right of first refusal set forth in this Section 3 is
nonassignable, except that (a) such right is assignable by each Investor to any
wholly owned subsidiary or parent of, or to any corporation, entity or other
person which is, within the meaning of the 1933 Act, controlling, controlled by
or under common control with, such Investor, (b) upon the death of any
individual Investor, such right shall pass to the beneficiaries under the
deceased Investor's last will and testament or to the distributees of the
deceased Investor's estate, and (c) such right is assignable by a partnership to
its partners in connection with distributions to the partners and if so assigned
all such partners will be treated as one Investor for purposes of this Section
3.
SECTION 4
MISCELLANEOUS
4.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents made and to be performed entirely with the State of
California.
4.2 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, executors and administrators of the
parties hereto.
4.3 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement among the parties with regard to the subjects
hereof. Nothing in this Agreement, express or implied, is intended to confer
upon any party, other than the parties hereto and their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason
of this Agreement, except as expressly provided herein.
4.4 Severability. Any invalidity, illegality or limitation of the
enforceability with respect to any Investor of any one or more of the provisions
of this Agreement, or any part thereof, whether arising by reason of the law of
any such person's domicile or otherwise, shall in no way affect or impair the
validity, legality or enforceability of this Agreement with respect to other
Investors. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, it shall to the extent practicable, be modified so as to make it
valid, legal and enforceable and to retain as nearly as practicable the intent
of the parties, and the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
4.5 Amendment and Waiver. Except as otherwise expressly provided herein,
any term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or
indefinitely) with the written consent of the Company and Investors (or their
transferees) holding at least fifty percent (50%) of the shares of the Series B
Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock, the
Series G Preferred Stock, the Series H Preferred Stock, Series I Preferred
Stock, Series J Preferred Stock and Series K Preferred Stock, voting together as
a single group (treated as if converted at the conversion rate then in effect
and including, for such purposes, any shares of Common Stock into which any
shares of Preferred Stock have been converted, which shares of Common Stock
15.
have not been sold to the public). Notwithstanding the foregoing, the written
consent of the Holders of a majority of the Series B Preferred, Series E
Preferred, Series F Preferred, Series G Preferred, Series H Preferred, the
Series I Preferred Stock, Series J Preferred Stock or Series K Preferred Stock,
as the case may be, shall be required for any amendment which adversely affects
the Holders of any such series in a manner different from the Holders of any
other series. Any amendment or waiver effected in accordance with this Section
4.5 shall be binding upon each Investor and each of their future transferees.
Upon the effectuation of each such amendment or waiver, the Company shall
promptly give written notice thereof to those Investors who have not previously
consented thereto in writing.
4.6 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to the Company or to any Investor or any of their
transferees upon any breach, default or noncompliance of any Investor, or any
transferee or the Company under this Agreement, shall impair any such right,
power or remedy, nor shall it be construed to be a waiver of any such breach,
default or noncompliance, or any acquiescence therein, or of any similar breach,
default or noncompliance thereafter occurring. It is further agreed that any
waiver, permit, consent or approval of any kind or character on the part of the
Company, the Investors of any breach, default or noncompliance under this
Agreement or any waiver on the Company's or the Investors' part of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing and that all
remedies, either under this Agreement, by law, or otherwise afforded to the
Company and the Investors shall be cumulative and not alternative.
4.7 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
upon personal delivery or upon confirmed delivery by facsimile or telecopy, or
on the fifth day (or the tenth day if to a party with a foreign address)
following mailing by registered or certified mail, return receipt requested,
postage prepaid, addressed: (a) if to an Investor, at such Investor's address as
set forth on the schedule attached hereto, or at such other address as such
Investor shall have furnished to the Company in writing, or (b) if to the
Company, at its address first above written, or at such other address as the
Company shall have furnished to the Investors in writing (with a copy to Xxxxxx
Godward Xxxxxx llp, Xxx Xxxxxxxx Xxxxx, 00/xx/ Xxxxx, Xxx Xxxxxxxxx, XX 00000,
Attention: Xxxxxxx X. Xxxxxxxx).
4.8 Titles and Subtitles. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
4.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
16.
Investor Rights Agreement
In Witness Whereof, this Agreement has been duly executed and delivered by
the parties as of the date first above written.
TELIK, INC. INVESTORS:
ALTA V LIMITED PARTNERSHIP
BY: ALTA V MANAGEMENT PARTNERS, L.P.
By:______________________________
Xxxxxxx X. Xxxx, M.D., Ph.D.
President, Chief Executive
Officer and Chairman By:______________________________________
General Partner
CUSTOMS HOUSE PARTNERS
By:______________________________________
General Partner
DELPHI VENTURES II, L.P.
BY: DELPHI MANAGEMENT PARTNERS II, L.P.
GENERAL PARTNER
By:______________________________________
General Partner
DELPHI INVESTMENTS II, L.P.
By: DELPHI MANAGEMENT PARTNERS II, L.P.
GENERAL PARTNER
By:______________________________________
General Partner
17.
WPG ENTERPRISE FUND, L.P.
BY: WPG VENTURE PARTNERS II, L.P.,
GENERAL PARTNER
By:_______________________________________
General Partner
XXXXX, XXXX & XXXXX VENTURE
ASSOCIATES II, L.P.
BY: WPG VENTURE PARTNERS II, L.P.,
GENERAL PARTNER
By:______________________________________
General Partner
XXXXX, XXXX & XXXXX VENTURE
ASSOCIATES II (OVERSEAS), LTD.
By:_______________________________________
Title:____________________________________
CV SOFINNOVA VENTURES PARTNERS II
By:_______________________________________
General Partner
ALPHA VENTURE PARTNERS III
By:______________________________________
General Partner
Entity Affilated with Palladin Group
By:______________________________________
Entity Affiliated with Alta V Limited
Partnership
By:______________________________________
18.
GC&H INVESTMENTS
By:_______________________________________
Executive Partner
WS INVESTMENTS
By:_______________________________________
General Partner
G&G DIAGNOSTICS
LIMITED PARTNERSHIP II
By:_______________________________________
General Partner
XXXXXXX FAMILY FUND, LTD.
By:_______________________________________
General Partner
OXFORD BIOSCIENCE PARTNERS L.P.
BY: OBP MANAGEMENT L.P.
GENERAL PARTNER
By:_______________________________________
Xxxxxx X. Xxxxxxx
General Partner
19.
OXFORD BIOSCIENCE PARTNERS
(Bermuda) LIMITED PARTNERSHIP
BY: OBP MANAGEMENT (Bermuda)
LIMITED PARTNERSHIP
GENERAL PARTNER
By:_______________________________________
Xxxxxx X. Xxxxxxx
General Partner
OXFORD BIOSCIENCE PARTNERS
(Adjunct) L.P.
BY: OBP MANAGEMENT L.P.
GENERAL PARTNER
By:_______________________________________
Xxxxxx X. Xxxxxxx
General Partner
ROVENT II LIMITED PARTNERSHIP
By: ADVENT INTERNATIONAL LIMITED
PARTNERSHIP, GENERAL PARTNER
By: ADVENT INTERNATIONAL CORPORATION,
GENERAL PARTNER
By:_______________________________________
Xxxxx Fisherman
GOLDEN GATE DEVELOPMENT AND INVESTMENT
LIMITED PARTNERSHIP
By: ADVENT INTERNATIONAL LIMITED
PARTNERSHIP, GENERAL PARTNER
By: ADVENT INTERNATIONAL CORPORATION,
GENERAL PARTNER
By:_______________________________________
Xxxxx Fisherman
20.
GLOBAL PRIVATE EQUITY II
LIMITED PARTNERSHIP
By: ADVENT INTERNATIONAL LIMITED
PARTNERSHIP, GENERAL PARTNER
By: ADVENT INTERNATIONAL CORPORATION,
GENERAL PARTNER
By:_______________________________________
Xxxxx Fisherman
ADVENT INTERNATIONAL INVESTORS II
LIMITED PARTNERSHIP
By: ADVENT INTERNATIONAL CORPORATION,
GENERAL PARTNER
By:_______________________________________
Xxxxx Fisherman
H&Q LIFE SCIENCES INVESTORS
BY: H&Q LIFE SCIENCES INVESTORS
BY:_______________________________________
PIPER X. XXXXX REVOCABLE TRUST
__________________________________________
Piper X. Xxxxx, Trustee
__________________________________________
Xxxxx Xxxxxxx
__________________________________________
Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxxx
21.
_________________________________________
Xxxxx Xxxxxxxxx
__________________________________________
Xxxxx X. Xxxxx
__________________________________________
Francisco X. Xxxxxx
__________________________________________
Xxxx Xxxxxxx
__________________________________________
Xxxx Xxxxxxx
__________________________________________
Xxxxxx XxXxxxxx
__________________________________________
Xxxxxxxx Xxxxxx
__________________________________________
Xxxxxxx Xxxxxxxxx
__________________________________________
Xxxx X. Xxxxxxxx
__________________________________________
Xxxxx X. Xxxxxxxxx
__________________________________________
Xxx Xxxxxx
22.
__________________________________________
Xxx Xxxxxxxxxx
__________________________________________
Xxxx X. Xxxxxx
XXXXXXXXX FAMILY TRUST
__________________________________________
Xxxxx X. Xxxxxxxxx, Trustee
__________________________________________
Xxxxxxx Xxxxxxx
__________________________________________
Xxxx Xxxxxxxxx
X.X. ONE LIMITED
By:_______________________________________
Title:____________________________________
N.V. GIMV
By:_______________________________________
Title:____________________________________
H&Q HEALTHCARE INVESTORS
By:_______________________________________
Title:____________________________________
23.
ADVENT PERFORMANCE MATERIALS LIMITED
PARTNERSHIP
By:_______________________________________
Title:____________________________________
XXXXXX FAMILY REVOCABLE TRUST
By:_______________________________________
Title:____________________________________
RADIAL EQUIPMENT CO.
By:_______________________________________
Title:____________________________________
XXXXXXX X. XXXXXXX, TRUSTEE U/T/A DATED
OCTOBER 23, 1990
By:_______________________________________
Title:____________________________________
__________________________________________
Xxxxxxx X. Xxxxx
__________________________________________
Xxxxxx X. Xxxxx
24.
_______________________________________
Xxxxxxx X. Xxxxxxx
The Health Care and Biotechnology
Venture Fund
By:____________________________________
Title:_________________________________
Xxxxx X. Xxxxxxx III Declaration of Trust
Dated June 9, 1993
By:____________________________________
Xxxxx X. Xxxxxxx, Trustee
_______________________________________
Xxxxxxxx X. Xxxxxx
Xxxxx X.X. Xxxxxx
By:____________________________________
Xxxx X. Xxxxxx
Xxxx X. Xxxxxx Trust
By:____________________________________
Xxxx X. Xxxxxx, Trustee
Sanwa Kagaku Kenkyusho Co., Ltd.
By:____________________________________
Name:__________________________________
25.
Title:____________________________________
FEI Biomedicine Private Equity Holding,
Inc.
By: International Biomedicine
Management Partners, Inc.
By:_______________________________________
General Partner
Delphi BioInvestments II, L.P.
By: Delphi Management Partners II, L.P.
General Partner
By:_______________________________________
General Partner
Fujigin Capital Company
By:_______________________________________
Name:_____________________________________
Title:____________________________________
__________________________________________
Xxxxxxx X Xxxxx
Xxxxxxxx X. Xxxxx Finder and Xxxxxxx X.
Finder
__________________________________________
__________________________________________
26.
Xxxx Xxxxxxx Xxxxxx and Xxxxxxxx Xxx
Xxxxxx
___________________________________________
___________________________________________
___________________________________________
Xxxxx X. Xxxxxxxx
27.
Exhibit A
SCHEDULE OF INVESTORS
Number of Shares of Preferred
Name and Address Stock
---------------------------------------- -----------------------------
Series B Investor
G & G Diagnostics Limited Partnership II 20,000
00 Xxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxx
Series B Total: 20,000
Series E Investors:
Alta V Limited Partnership 29,688
c/o Xxxx Xxxx Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxx
Customs House Partners 312
c/o Xxxx Xxxx Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxx
Delphi Ventures II, L.P. 24,860
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxx Xxxxx
Delphi Investments II, L.P. 140
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxx Xxxxx
1.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------- -----------------------------
Series E Investors:
WPG Enterprise Fund, L.P. 13,290
c/x Xxxxx, Xxxx & Xxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxx & Xxxxx Venture 9,605
Associates II, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxx & Xxxxx Venture 2,105
Associates II (Overseas), L.P.
c/o BankAmerica Trust & Banking Corporation
(Cayman) Limited
P.O. Box 1092
Anchorage Center, Harbour Drive
Grand Cayman, B.W.I.
Attention: Mr. Xxxxxxx Xxxxxxx
CV Sofinnova Venture Partners II 10,000
c/o Sofinnova Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Dr. Xxxxxxx Xxxxxx
Alpha Venture Partners III 20,000
000 Xxxxxxxxxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxx Xxxxx
GC&H Investments 1,000
Xxxxxx Godward LLP
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxxx Xxxxx
2.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------- -----------------------------
WS Investments 000
Xxxxxx, Xxxxxxx, Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx, Esq.
Xxxxxxx Xxxxxxx 200
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Xxxxxxx Family Fund, Ltd. 2,000
000 Xxxxxx Xxxxxx - 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxxxx 1,000
c/o Xxxxxxx Xxxxxxxx
Interhealth
00000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
Series E Total: 114,500
Series F Investors:
Alta V Limited Partnership 19,792
c/o Xxxx Xxxx Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxx
Customs House Partners 208
c/o Xxxx Xxxx Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxx
3.
Number of Shares of Preferred
Name and Address Stock
------------------------------------ -----------------------------
Delphi Ventures II, L.P. 14,924
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxx Xxxxx
Delphi Investments II, L.P. 76
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxx Xxxxx
WPG Enterprise Fund, L.P. 10,632
c/x Xxxxx, Xxxx & Xxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxx & Xxxxx Venture 7,684
Associates II, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxx & Xxxxx Venture 1,684
Associates II (Overseas), Ltd.
c/o BankAmerica Trust & Banking Corporation
(Cayman) Limited
P.O. Box 1092
Anchorage Center, Harbour Drive
Grand Cayman, B.W.I.
Attention: Mr. Xxxxxxx Xxxxxxx
CV Sofinnova Venture Partners II 8,000
c/o Sofinnova Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Dr. Xxxxxxx Xxxxxx
4.
Number of Shares of Preferred
Name and Address Stock
------------------------------------ -----------------------------
Alpha Venture Partners III 16,000
000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxx Xxxxx
GC&H Investments 500
Xxxxxx Godward llp
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxxx Xxxxx
Oxford Bioscience Partners L.P. 25,050
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Oxford Bioscience Partners (Bermuda) 6,950
Limited Partnership
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Oxford Bioscience Partners (Adjunct) L.P. 8,000
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Rovent II Limited Partnership 13,800
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Fisherman
Golden Gate Development and 8,000
Investment Limited Partnership
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Fisherman
5.
Number of Shares of Preferred
Name and Address Stock
------------------------------------ -----------------------------
Global Private Equity II 28,000
Limited Partnership
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Fisherman
Advent International Investors II 200
Limited Partnership
c/o Advent International Corporation
Attention: Xxxxx Fisherman
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx Xxxxxxx 100
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Series F Total: 169,600
Series G Investors:
H&Q Life Sciences Investors 22,500
00 Xxxxx Xxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxx
H&Q Healthcare Investors 27,500
00 Xxxxx Xxxxx, 0/xx/ Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxx
Alta V Limited Partnership 22,167
c/o Xxxx Xxxx Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxx
6.
Number of Shares of Preferred
Name and Address Stock
------------------------------------ -----------------------------
Customs House Partners 233
c/o Xxxx Xxxx Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxx
Delphi Ventures II, L.P. 11,939
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxx Xxxxx
Delphi Investments II, L.P. 61
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxx Xxxxx
WPG Enterprise Fund, L.P. 10,632
c/x Xxxxx, Xxxx & Xxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxx & Xxxxx Venture 7,684
Associates II, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxx & Xxxxx Venture 1,684
Associates II (Overseas), Ltd.
c/o BankAmerica Trust & Banking Corporation
(Cayman) Limited
P.O. Box 1092
Anchorage Center, Harbour Drive
Grand Cayman, B.W.I.
Attention: Mr. Xxxxxxx Xxxxxxx
7.
Number of Shares of Preferred
Name and Address Stock
------------------------------------ -----------------------------
CV Sofinnova Venture Partners II 2,000
c/o Sofinnova Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Dr. Xxxxxxx Xxxxxx
Alpha Venture Partners III 16,000
000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxx Xxxxx
Oxford Bioscience Partners L.P. 10,020
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Oxford Bioscience Partners (Bermuda) 2,780
Limited Partnership
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Oxford Bioscience Partners (Adjunct) L.P. 3,200
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Rovent II Limited Partnership 6,072
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Fisherman
Golden Gate Development and 3,520
Investment Limited Partnership
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Fisherman
8.
Number of Shares of Preferred
Name and Address Stock
------------------------------------ -----------------------------
Global Private Equity II 12,320
Limited Partnership
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Fisherman
Advent International Investors II 88
Limited Partnership
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Fisherman
Advent Performance Materials Limited Partnership 6,000
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Fisherman
Xxxxxxx Xxxxxxx 00
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Xxxxx X. Xxxxx Revocable Trust 21,000
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Trustee
Piper X. Xxxxx Revocable Trust 1,000
0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Piper X. Xxxxx, Trustee
Francisco X. Xxxxxx 2,040
000 Xxxxx Xxxxx, Xxx. 00X
Xxx Xxxxxxxx, XX 00000
Xxxxx Xxxxxxx 2,000
00 Xxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
9.
Number of Shares of Preferred
Name and Address Stock
------------------------------------ -----------------------------
Xxxx Xxxxxxx Xxxxxxx Revocable Trust 4,000
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx Xxxxxxx, Trustee
Xxxxxxx/Xxxxxx Family Revocable Trust 3,700
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx and Xxxxxxxxx
Xxxxxxx, Co-trustees
Xxxx Xxxxxxx 1,000
00 Xxxxxxxxx Xxxx, Xxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxx Xxxxx Xxxxxxxxx 1,000
0000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
XxXxxxxx Family Revocable Trust 2,000
000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxx XxXxxxxx, Trustee
Xxxxxxxx X. Xxxxxx XX Trust 1,000
00 Xxxxxxx Xxxxx
Xxx Xxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx, Trustee
Xxxxxxxx X. Xxxxxx, III and Xxxxxxx X. Xxxxxx, 2,400
as Co-Trustees of the
Xxxxxx Family Revocable Trust
00 Xxxxxxx Xxxxx
Xxx Xxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx, Trustee
Xxx Xxxxxx and Xxxxx Xxxxxx Xxxxxx 2,000
0000 Xxxxxxxxx Xxxxx
Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X0X0 XXXXXX
10.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------------- -----------------------------
Xxxxxxx X. and Xxxxx X. Xxxxxxxxx 0,000
Xxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Xxx Xxxxxxxxxx 12,600
00 Xxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxxxxx Family Revocable Trust 2,000
000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, Trustee
Xxxxx X. Xxxxxxxxx 1,000
#0 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Zuckerman Family Trust 6,800
Zuckerman & XxXxxxxxx
Xxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx, Trustee
N.V. GIMV 15,000
Xxxxx Xxxxxxxxxx 00
0000 Xxxxxxxxx
XXXXXXX
Attn: Xx. Xxxxxxx Van Beneden
Radial Equipment Co. 2,000
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxx
Trust: Xxxxxxx X. Xxxxxxx, Trustee 1,050
Under Trust Agreement
Dated October 23, 1990
0 Xxx Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxxxx, Trustee
11.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------------- -----------------------------
Xxxxxxx X. Xxxxx 1,000
0 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxx 1,000
000 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxx 1,000
0000 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
The Health Care and 10,000
Biotechnology Venture Fund
c/o MDS Health Ventures Capital Corp.
000 Xxxxxxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx X0X 0X0
XXXXXX
Attn: Xx. Xxxxxxx X. Xxxxxxxxx
Vice President
Xxxxx X. Xxxxxxx III 1,000
Declaration of Trust
Dated 6/9/93
000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxx X. Xxxxxx 2,000
000 Xxxx Xxxxxx, Xxx. 00X
Xxx Xxxx, XX 00000
Xxxx X. Xxxxxx 1,000
c/f Xxxxx X.X. Xxxxxx, a minor
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxxx X. Xxxxxx 2,000
000 Xxxx Xxxxxx, Xxx. 00X
Xxx Xxxx, XX 00000
12.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------------- -----------------------------
Xxxx X. Xxxxxx Trust 2,000
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Series G Total: 273,050
Series H Investors
S.R. One Limited 30,000
SmithKline Xxxxxxx
000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Sanwa Kagaku Kenkyusho Co., Ltd. 60,000
00 Xxxxxxx Xxxxxxxx-xxx
Xxxxxxx-xx, Xxxxxx 000
XXXXX
Series H Total: 90,000
Series I Investors
Sanwa Kagaku Kenkyusho Co., Ltd. 60,000
00 Xxxxxxx Xxxxxxxx-xxx
Xxxxxxx-xx, Xxxxxx 000
XXXXX
Global Private Equity II Limited Partnership 6,072
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Fisherman
Rovent II Limited Partnership 2,898
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Fisherman
13.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------------- -----------------------------
Advent Performance Materials Limited Partnership 3,036
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Fisherman
Golden Gate Development and Investment 1,794
Limited Partnership
c/o Advent International Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Fisherman
Alta V Limited Partners 12,469
c/o Xxxx Xxxx Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxx
Customs House Partners 131
c/o Xxxx Xxxx Deleage & Co.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxx
Delphi Ventures II, L.P. 8,954
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxx Xxxxx
Delphi BioInvestments II, L.P. 46
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxxx Xxxxx
Oxford Bioscience Partners (Bermuda) 1,668
Limited Partnership
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
14.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------------- -----------------------------
Oxford Bioscience Partners L.P. 6,012
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Oxford Bioscience Partners (Adjunct) L.P. 1,920
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
CV Sofinnova Ventures Partners II 3,600
c/o Sofinnova Inc.
Xxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Dr. Xxxxxxx Xxxxxx
WPG Enterprise Fund, L.P. 6,060
c/x Xxxxx, Xxxx & Xxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxx & Xxxxx Venture 4,380
Associates II, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxx & Xxxxx Venture 960
Associates II (Overseas) L.P.
c/o BankAmerica Trust & Banking Corporation
(Cayman) Limited
P.O. Box 1092
Anchorage Center, Harbour Drive
Grand Cayman, B.W.I.
Attention: Mr. Xxxxxxx Xxxxxxx
Alpha Partners III 2,000
000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xx. Xxx Xxxxx
15.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------------- -----------------------------
Fujigin Capital Company 10,000
Xxxxxxx Xxxxx Xxxxxxxx
Xxxxxx Xxxxx
0-0, Xxxxxxxxxxx, Shinjuku-ku
Tokyo, Japan
Att: Xxxxx Xxxxxx, General Manager
H&Q Healthcare Investors 3,600
00 Xxxxx Xxxxx, 0/xx/ Xxxxx
Xxxxxx, XX 00000
Attn: Xxx Xxxxxxx
H&Q Life Sciences Investors 2,400
00 Xxxxx Xxxxx, 0/xx/ Xxxxx
Xxxxxx, XX 00000
Attn: Xxx Xxxxxxx
N.V. GIMV 5,000
Xxxxx Xxxxxxxxxx 00
0000 Xxxxxxxxx
Xxxxxxx
Attn: Xx. Xxxxxxx Van Beneden
Series I Total: 143,000
Series J Investors:
FEI Biomedicine Private Equity Holding, Inc. 110,000
c/o International Biomedicine Management Partners, Inc.
House of Commerce
Xxxxxxxxxxxx 0
XX Xxx 000
0000 Xxxxx Xxxxxxxxxxx
Attn: Xx. Xxxxxx Xxxxx
Sanwa Kagaku Kenkyusho Co., Ltd. 100,000
00 Xxxxxxx Xxxxxxxx-xxx
Xxxxxxx-xx, Xxxxxx 000
XXXXX
Series J Total: 210,000
16.
Number of Shares of Preferred
Name and Address Stock
---------------------------------------------- -----------------------------
Series K Investors:
[Name/address] ___________
[Name/address] ___________
Series K Total: ___________
17.
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1.
