EXHIBIT 10.175
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of February 19, 2002, among
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC., a North Carolina corporation (the
"Company"), and XXXX X. XXXXX, M.D., Ph.D., XXXXX XXXXXXX, XXXXX XXXXXXXXXXXX,
XXXXXX X. XXXXXXX and MRL SELECT LTD. CO., a Kentucky limited liability company
(collectively, the "Holders").
W I T N E S S E T H:
WHEREAS, the Holders own the number of shares of Registrable Stock (as
defined below) as reflected beside their names on Schedule A attached hereto,
for an aggregate 2,560,410 shares of Registrable Stock; and
WHEREAS, the Company and the Holders have agreed to enter into this
Agreement in order to set out certain rights of the Holders with respect to the
registration of Registrable Stock under the 1933 Act (as defined below);
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Definitions and References. For purposes of this Agreement, in
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addition to the definitions set forth above and elsewhere herein, the following
terms shall have the following respective meanings:
"1933 Act" means the Securities Act of 1933, as amended, and the rules
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and regulations of the Commission thereunder, all as the same shall be
in effect at the time.
"Affiliate" of a Holder means a person who controls, is controlled by
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or is under common control with such Holder or, the spouse or children
(or a trust exclusively for the benefit of a spouse and/or children)
of such Holder or, in the case of a Holder which is a partnership, its
partners.
"Agreement" means this Registration Rights Agreement, dated as of
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February 19, 2002, among the Company and the Holders, including all
amendments hereto made in accordance with the provisions of Section
18.
"Commission" means the United States Securities and Exchange
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Commission and any successor agency.
"Common Stock" means the Common Stock, par value $0.10 per share, of
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the Company, as constituted as of the date of this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as
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amended, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Holder" has the meaning specified in the preamble to this
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Agreement and includes Permitted Transferees as defined in
Section 3(b).
"Register," "registered" and "registration" refer to a
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registration effected by preparing and filing a registration
statement or similar document in compliance with the 1933 Act
and the declaration or ordering of effectiveness of such
registration statement or document.
"Registrable Stock" means the aggregate of 2,560,410 shares
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of Common Stock owned by the Holders as of the date hereof and
as reflected on Schedule A attached hereto, and any shares of
Common Stock issued or issuable with respect to any such
shares of Registrable Stock by way of a stock dividend or
stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other
reorganization or otherwise. As to any particular shares of
Registrable Stock that have been issued, such securities shall
cease to be Registrable Stock when (a) a registration
statement with respect to the sale of such securities shall
have become effective under the 1933 Act and such securities
shall have been disposed of under such registration statement,
(b) they shall have been distributed to the public pursuant to
Rule 144, (c) the Holder of such shares is able to dispose of
all of the shares then held by such Holder pursuant to Rule
144, (d) they shall have been otherwise transferred or
disposed of, and new certificates therefor not bearing a
legend required by Section 2 restricting further transfer
shall have been delivered by the Company, and subsequent
transfer or disposition of them shall not require their
registration or qualification under the 1933 Act or any
similar state law then in force or qualification under the
1933 Act or any similar state law then in force or (e) they
shall have ceased to be outstanding.
"Rule 144" means Rule 144 (or any successor provision)
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promulgated under the 1933 Act.
2. Restrictive Legend. Each certificate representing
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Registrable Stock shall, except as otherwise provided in this Section 2 or in
Section 3, be stamped or otherwise imprinted with a legend substantially in the
following form:
THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE,
ASSIGNED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES
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ACT COVERING SUCH SHARES, COMPLIANCE WITH AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, SUCH AS RULE 144
PROMULGATED UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
A certificate shall not bear such legend if in the opinion of counsel
satisfactory to the Company the securities being sold thereby may be publicly
sold without registration under the 1933 Act.
3. Notice of Proposed Transfer.
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a. Prior to any proposed transfer of any Registrable Stock (other than
under the circumstances described in Sections 3(b) and 4), the Holder thereof
shall give written notice to the Company of its intention to effect such
transfer. Each such notice shall describe the manner of the proposed transfer
and, if requested by the Company, shall be accompanied at such Holder's expense
by a written opinion of counsel satisfactory to the Company to the effect that
the proposed transfer may be effected without registration under the 1933 Act,
whereupon the holder of such Registrable Stock shall be entitled to transfer
such Registrable Stock in accordance with the terms of its notice. Each
certificate for Registrable Stock transferred as above provided shall bear the
legend set forth in Section 2, except that such certificate shall not bear such
legend if (i) such transfer is in accordance with the provisions of Rule 144 (or
any other rule permitting public sale without registration under the 0000 Xxx)
or (ii) the opinion of counsel referred to above is to the further effect that
the transferee and any subsequent transferee (other than an Affiliate of the
Company) would be entitled to transfer such securities in a public sale without
registration under the 1933 Act. The restrictions provided for in this Section 3
shall not apply to securities which are not required to bear the legend
prescribed by Section 2 in accordance with the provisions of that Section.
b. Notwithstanding anything in this Agreement to the contrary, the
Holders each shall have the right without prior notice to or the consent of the
Company to make an inter vivos or testamentary transfer of all or a portion of
his or her Registrable Stock to (i) one or more members of his or her immediate
family, (ii) a general or limited partnership or a limited liability company,
all of the partners or members of which are members of the Holder's immediate
family, or (iii) a trust for the benefit of the Holder or one or more members of
his or her immediate family (each, a "Permitted Transferee") and any such
Permitted Transferee shall succeed to the rights of the transferor under this
Agreement; provided that (i) such Permitted Transferee delivers to the Company a
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written agreement in form and substance reasonably satisfactory to the Company
that such Permitted Transferee shall be bound by the provisions of this
Agreement and a party hereto, and (ii) the Company shall not be required to
effect any transfer to a transferee under this Section 3.b until the Holder
shall have represented to the Company in writing that the transferee qualifies
as a Permitted Transferee.
4. Incidental Registration.
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a. Subject to Section 8, if at any time prior to February 19, 2003 the
Company proposes to file a registration statement under the 1933 Act (other than
a registration statement on a Form S-4 or S-8, or any form substituted therefor,
or a registration statement filed in connection
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with an exchange offer or an offering of securities solely to the Company's
existing stockholders) on any form that would also permit the registration of
the Registrable Stock, and such filing is to be on the Company's behalf for the
general registration of its Common Stock to be sold for cash, the Company shall
each such time promptly give each Holder written notice of such proposal setting
forth the date on which the Company proposes to file such registration
statement, which date shall be no earlier than ten (10) days from the date of
such notice, and advising each Holder of its right to have Registrable Stock
included in such registration. Upon written request of any Holder received by
the Company no later than five (5) business days after the Holder's receipt of
the Company's notice, the Company shall use its reasonable efforts to cause to
be registered under the 1933 Act all of the Registrable Stock that each such
Holder has so requested to be registered. If, in the written opinion of the
managing underwriter (or, in the case of a non-underwritten offering, in the
written opinion of the Company), the total amount of such securities to be so
registered, including such Registrable Stock, will exceed the maximum amount of
the Company's securities which can be marketed (i) at a price reasonably related
to the then current market value of such securities, or (ii) without otherwise
materially and adversely affecting the entire offering, then the Company shall
be entitled to reduce the number of shares of Registrable Stock in whole or part
from the registration and the offering. Such reduction shall be allocated among
all such Holders in proportion (as nearly as practicable) to the amount of
Registrable Stock as to which each Holder has sought registration pursuant to
this Agreement at the time of filing the registration statement; provided that
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any unused share allocation of any such Holder shall be reallocated pro rata
among the Holders of Registrable Stock on the basis of the number of shares
being sold by each such Holder in each such registration. If any Holder of
Registrable Stock disapproves of such reduction, such Holder may elect to
withdraw all of its Registrable Stock from such offering by written notice to
the Company delivered at least ten (10) business days prior to the effective
date of the registration statement.
b. If, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register such securities, the Company may, at
its election, give written notice of such determination to each Holder that has
requested to register Registrable Stock and thereupon the Company shall be
relieved of its obligation to register any Registrable Stock in connection with
such registration (but not from its obligation to pay expenses in connection
therewith to the extent provided in Section 7).
5. Obligations of the Company. Whenever required under Section 4 to use
its reasonable efforts to effect the registration of any Registrable Stock, the
Company shall, as expeditiously as possible:
a. prepare and file with the Commission a registration statement
with respect to such Registrable Stock and use its reasonable efforts to cause
such registration statement to become and remain effective for the period of the
distribution contemplated thereby determined as provided hereinafter;
b. prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the 1933 Act with
respect to the disposition of all Registrable Stock covered by such registration
statement;
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c. furnish to Holders such numbers of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus and any amendments or supplements thereto in conformity with the
requirements of the 0000 Xxx) and such other documents and information as they
may reasonably request and give such Holders reasonable time to review and
comment on such documents;
d. use its reasonable efforts to register or qualify the Registrable
Stock covered by such registration statement under such other securities or blue
sky laws of such jurisdiction within the United States and Puerto Rico as shall
be reasonably appropriate for the distribution of the Registrable Stock covered
by the registration statement; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business in or to file a general consent to service of process in any
jurisdiction wherein it would not but for the requirements of this paragraph (d)
be obligated to do so; and provided, further, that the Company shall not be
required to qualify such Registrable Stock in any jurisdiction in which the
securities regulatory authority requires that any Holder submit any shares of
its Registrable Stock to the terms, provisions and restrictions of any escrow,
lockup or similar agreement(s) for consent to sell Registrable Stock in such
jurisdiction unless such Holder agrees to do so;
e. (i) promptly notify each Holder for whom such Registrable Stock
is covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act, of (a) the
receipt of any stop order suspending the effectiveness of such registration
statement or prospectus or, to the Company's knowledge, the initiation of any
proceeding for that purpose or (b) 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 any material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made, and
(ii) (a) use its reasonable efforts to prevent the issuance of any stop order or
obtain its withdrawal at the earliest practicable moment and (b) at the request
of any such Holder promptly prepare and furnish to such Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made;
f. furnish, at the request of any Holder requesting registration of
Registrable Stock pursuant to Section 4, if the method of distribution is by
means of an underwriting, on the date that the shares of Registrable Stock are
delivered to the underwriters for sale pursuant to such registration, or if such
Registrable Stock is not being sold through underwriters, on the date that the
registration statement with respect to such shares of Registrable Stock becomes
effective, (i) a signed opinion, dated such date, of the independent legal
counsel representing the Company for the purpose of such registration, addressed
to the underwriters, if any, and if such Registrable Stock is not being sold
through underwriters, then to the Holders making such request, as to such
matters as such underwriters or the Holders holding a majority of the
Registrable Stock included in such registration, as the case may be, may
reasonably request and as would be customary in such a transaction; and (ii) a
letter dated such date from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering and
reasonably satisfactory to the
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Holders of a majority of the Registrable Stock included in such registration,
addressed to the underwriters, if any, and if such Registrable Stock is not
being sold through underwriters, then to the Holders making such request and, if
such accountants refuse to deliver such letters to such Holders, then to the
Company.
g. enter into customary agreements (including if the method of
distributing is by means of an underwriting, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of the Registrable Stock to be so
included in the registration statement (such agreements shall not include any
provision inconsistent, in any material respect, with the indemnification
provisions set forth in Section 10);
h. otherwise use its reasonable efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, but not later than eighteen
(18) months after the effective date of the registration statement, an earning
statement covering the period of at least twelve (12) months beginning with the
first full month after the effective date of such registration statement, which
earnings statements shall satisfy the provisions of Section 11(a) of the 1933
Act; and
i. use its reasonable efforts to list the Registrable Stock covered
by such registration statement with any securities exchange on which the Common
Stock of the Company is then listed, or if applicable, on the NASDAQ National
Market.
For purposes of Sections 5(a) and 5(b), the period of distribution of
Registrable Stock in a firm commitment underwritten public offering shall be
deemed to extend until each underwriter has completed the distribution of all
securities purchased by it, and the period of distribution of Registrable Stock
in any other registration shall be deemed to extend until the earlier of the
sale of all Registrable Stock covered thereby or six (6) months after the
effective date thereof.
6. Furnish Information. It shall be a condition precedent to the
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obligations of the Company to take any action pursuant to this Agreement that
the Holders shall furnish to the Company such information regarding themselves,
the Registrable Stock held by them, and the intended method of disposition of
such securities as the Company may reasonably request and as shall be required
in connection with the action to be taken by the Company.
7. Expenses of Registration. All expenses incurred in connection with
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each registration pursuant to Section 4 of this Agreement, excluding stock
transfer taxes and underwriters' discounts and commissions, but including
without limitation all registration, filing and qualification fees, word
processing, duplicating, printers' and accounting fees (including the expenses
of any special audits or "cold comfort" letters required by or incident to such
performance and compliance), fees of the National Association of Securities
Dealers, Inc. or listing fees, messenger and delivery expenses, all fees and
expenses of complying with state securities or blue sky laws and fees and
disbursements of counsel for the Company, shall be paid by the Company. The
Holders shall bear and pay the underwriting commissions and discounts applicable
to securities offered for their account in connection with any registrations,
filings and qualifications made pursuant to this Agreement.
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8. Underwriting Requirements. In connection with any underwritten offering,
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the Company shall not be required under Section 4 to include shares of
Registrable Stock in such underwritten offering unless the Holders of such
shares of Registrable Stock accept the terms of the underwriting of such
offering (including standard indemnification provisions) that have been
reasonably agreed upon between the Company and the underwriters selected by the
Company.
9. Rule 144 Information. With a view to making available the benefits of
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certain rules and regulations of the Commission which may at any time permit the
sale of the Registrable Stock to the public without registration, the Company
agrees to use its diligent efforts to:
a. make and keep public information available, as those terms are
understood and defined in Rule 144;
b. use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the 1933
Act and the Exchange Act; and
c. furnish to each Holder of Registrable Stock forthwith upon request
a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 and of the 1933 Act and the Exchange Act, a copy of the
most recent annual or quarterly report of the Company, and such other reports
and documents so filed by the Company as such Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing such Holder
to sell any Registrable Stock without registration.
10. Indemnification. In the event any Registrable Stock is included in a
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registration statement under this Agreement:
a. The Company shall indemnify and hold harmless each Holder, such
Holder's directors, officers, employees, members, partners, shareholders,
advisors, each person who participates in the offering of such Registrable
Stock, including underwriters (as defined in the 1933 Act), and each person,
if any, who controls such Holder or participating person within the meaning of
the 1933 Act, against any losses, claims, damages or liabilities, joint or
several, to which they may become subject under the 1933 Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilities
(or proceedings in respect thereof) arise out of or are based on any untrue or
alleged untrue statement of any material fact contained in such registration
statement on the effective date thereof (including any prospectus filed under
Rule 424 under the 1933 Act or any amendments or supplements thereto) or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse each such Holder, such Holder's
directors, officers, employees, members, partners, shareholders, advisors, such
participating person or controlling person for any legal or other expenses
reasonably incurred by them (but not in excess of expenses incurred in respect
of one counsel for all of them unless there is an actual conflict of interest
between any indemnified parties, which indemnified parties may be represented by
separate counsel) in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the indemnity
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agreement contained in this Section 10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably
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withheld); provided, further, that the Company shall not be liable to any
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Holder, such Holder's directors, officers, employees, members, partners,
shareholders, advisors, participating person or controlling person in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in connection with such registration
statement, preliminary prospectus, final prospectus or amendments or supplements
thereto, in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder, such
Holder's directors and officers, participating person or controlling person.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any such Holder, such Holder's directors
and officers, participating person or controlling person, and shall survive the
transfer of such securities by such Holder.
b. Each Holder joining in a registration severally and not jointly shall
indemnify and hold harmless the Company, each of its directors,officers,
employees, shareholders, advisors, each person, if any, who controls the Company
within the meaning of the 1933 Act, and each agent and any underwriter for the
Company (within the meaning of the 0000 Xxx) against any losses, claims, damages
or liabilities, joint or several, to which the Company or any such director,
officer, controlling person, agent or underwriter may become subject, under the
1933 Act, the Exchange Act or otherwise, insofar as such losses, claims, damages
or liabilities (or proceedings in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in such registration statement on the effective date thereof
(including any prospectus filed under Rule 424 under the 1933 Act or any
amendments or supplements thereto) or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, 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, preliminary or final prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information
furnished by or on behalf of such Holder expressly for use in connection with
such registration; and each such Holder shall reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, agent or underwriter (but not in excess of expenses incurred
in respect of one counsel for all of them unless there is an actual conflict of
interest between any indemnified parties, which indemnified parties may be
represented by separate counsel) in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 10(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld), and provided, further, that the liability of each
Holder hereunder (unless such Holder's liability hereunder is based upon such
Holder's willful misconduct as determined by the nonappealable final decision of
a court) shall be limited to the proportion of any such loss, claim, damage,
liability or expense which is equal to the proportion that the net proceeds from
the sale of the shares sold by such Holder under such registration statement
bears to the total net proceeds from the sale of all securities sold thereunder,
but not in any event to exceed the net proceeds received by such Holder from the
sale of Registrable Stock covered by such registration statement.
c. Promptly after receipt by an indemnified party under this Section 10
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect
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thereof is to be made against any indemnifying party under this Section 10,
notify the indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in and assume the defense
thereof with counsel selected by the indemnifying party and reasonably
satisfactory to the indemnified party; provided, however, that an indemnified
party shall have the right to retain its own counsel, with all fees and expenses
thereof to be paid by such indemnified party, and to be apprised of all progress
in any proceeding the defense of which has been assumed by the indemnifying
party. The failure to notify an indemnifying party promptly of the commencement
of any such action, if and to the extent prejudicial to its ability to defend
such action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 10, but the omission so to notify the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 10.
d. To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages or liabilities
referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 10(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
11. Limitation on Registration Rights. Notwithstanding any other
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provisions of this Agreement to the contrary, this Agreement shall terminate on
February 19, 2003; the Company shall not be required to register any Registrable
Stock under this Agreement with respect to any offering for which the
registration statement becomes effective after February 19, 2003.
12. Lockup. Each Holder shall, in connection with any registration
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of the Company's securities, upon the request of the Company or the underwriters
managing any underwritten offering of the Company's securities, agree in writing
not to effect any sale, pledge, transfer, short sale, loan, grant of an option
for the purchase of or other disposition or distribution of any Registrable
Stock (other than that included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such period
of time not to exceed sixty (60) days from the effective date of such
registration as the Company or the underwriters may specify.
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13. Successors and Assigns. Except as otherwise expressly provided
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herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties hereto
(including any Permitted Transferees). Except as expressly provided in this
Agreement, nothing in this Agreement, express or implied, is intended to confer
upon any person other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement.
14. Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of North Carolina.
15. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
16. Titles. The titles of the Sections of this Agreement are used
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for convenience only and are not to be considered in construing or interpreting
this Agreement.
17. Notices. All notices and other communications hereunder shall be
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in writing and shall be deemed given the date delivered if delivered personally,
on the day after the date sent if sent by overnight commercial delivery, on the
second day after the date deposited if mailed by certified mail (return receipt
requested) or on the date transmitted if sent via facsimile (with confirmation
of receipt generated by the transmitting machine) to the parties at the
following address (or at such other address for a party as shall be specified by
like notice):
a. If to the Company, to:
Pharmaceutical Product Development, Inc.
0000 00xx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Chief Executive Officer and
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Xxxx Xxxxxxx, Esq., General Counsel
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
b. If to the Holders, to the address set forth on Schedule A
attached hereto.
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18. Amendments and Waivers. Any provision of this Agreement may be amended
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and the observance of any provision of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders of
at least a majority of the Registrable Stock then outstanding. Any amendment or
waiver effected in accordance with this Section 18 shall be binding upon each
Holder of any securities subject to this Agreement at the time outstanding
(including securities into which such securities are convertible), each future
Holder and all such securities, and the Company.
19. Severability. If one or more provisions of this Agreement are held to
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be unenforceable under applicable law, such provisions shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provisions were so excluded and shall be enforceable in accordance with its
terms.
20. Entire Agreement. All prior agreements of the parties concerning the
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subject matter of this Agreement are expressly superseded by this Agreement.
This Agreement contains the entire agreement of the parties concerning the
subject matter hereof. Any oral representations or modifications of this
Agreement shall be of no effect.
[The next page is the signature page.]
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
THE COMPANY: PHARMACEUTICAL PRODUCT
DEVELOPMENT, INC.
By: /s/ Xxxx X. Xxxxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxxxx, Xx.
------------------------------------
President
Title:-----------------------------------
Address: 0000 X. 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
HOLDERS: /s/Xxxx X. Xxxxx, M.D., Ph.D. (SEAL)
------------------------------------
Xxxx X. Xxxxx, M.D., Ph.D.
/s/Xxxxx Xxxxxxx (SEAL)
------------------------------------
Xxxxx Xxxxxxx
/s/Xxxxx Xxxxxxxxxxxx (SEAL)
------------------------------------
Xxxxx Xxxxxxxxxxxx
/s/Xxxxxx X. Xxxxxxx (SEAL)
------------------------------------
Xxxxxx X. Xxxxxxx
MRL SELECT LTD. CO.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
------------------------------------
Title: Manager
-----------------------------------
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SCHEDULE A
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HOLDERS
Name and Address Number of Shares of Registrable Stock
---------------- -------------------------------------
Xxxx X. Xxxxx, M.D., Ph.D.
000 Xxxxxxxx Xxxxx 1,913,347
Xxxx Xxxxxx, XX 00000
Xxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx 000,000
Xx. Xxxxxxxx, XX 00000
Xxxxx Xxxxxxxxxxxx
12 Cabin Creek West 87,879
Xxxx Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxxx 54,925
Xxxxxxxxxx, XX 00000
MRL Select Ltd. Co.
c/o Xxxx X Xxxxx, M.D., Ph.D., Managing Partner 240,622
000 Xxxxxxxx Xxxxx
Xxxx Xxxxxx, XX 00000
TOTAL 2,560,412
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