REGISTRATION RIGHTS AGREEMENT
EXHIBIT
10.6
REGISTRATION
RIGHTS AGREEMENT
This
Registration Rights Agreement (this “Agreement”),
dated
as of May 6, 2006, by and among Hana Biosciences, Inc., a Delaware corporation
(the “Company”),
and
Inex Pharmaceuticals Corporation, a British Columbia Corporation, (the
“Stockholder”).
WHEREAS,
the parties have entered into a License Agreement of even date herewith pursuant
to which the Company is acquiring from the Stockholder various rights in certain
intellectual and other property relating to three oncology drug compounds known
as Marqibo (sphingosomal vinerstine), sphingosomal vinorelbine and sphingosomal
topotecan;
WHEREAS,
in partial consideration for the rights and property acquired by the Company
under the License Agreement, the Company has issued to the Stockholder 1,118,568
shares (the “Closing
Shares”)
of the
Company’s common stock, par value $0.001 per share (the “Common
Stock”);
WHEREAS,
as further consideration and in addition to the Closing Shares, the Company
is
also obligated to pay the Stockholder various milestone payments pursuant to
the
License Agreement, which payments may be made in additional shares of Common
Stock (the “Milestone
Shares”);
WHEREAS,
Section 3.6.6 of the License Agreement further provides that the Company may
elect to pay to Inex certain sublicensing revenue, as described therein, in
shares of Common Stock (the “Sublicensing
Shares,”
and
together with the Closing Shares and Milestone Shares, the “Shares”);
and
WHEREAS,
the Company has agreed to provide certain registration rights to the Stockholder
with respect to any Shares issued under the License Agreement.
NOW,
THEREFORE, in consideration of the mutual representations, warranties, covenants
and agreements contained herein, and other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Stockholders agree as follows:
1. Definitions.
As used
in this Agreement, the following terms shall have the respective meanings set
forth in this Section 1:
“Commission”
means
the United States Securities and Exchange Commission.
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended.
“Excluded
Form”
means
a
Form S-4 or Form S-8, pursuant to the Securities Act or any similar or successor
form then in effect.
“Register,
registered and registration”
means
a
registration effected by preparing and filing a registration statement on a
form
approved by the Commission other than an Excluded Form in compliance with the
Securities Act and the declaration of effectiveness ordering the effectiveness
of such registration statement.
“Registrable
Securities”
means
the Shares, any additional shares of Common Stock issuable pursuant to Section
2(a) hereof, and all shares of Common Stock issued or issuable in respect of
the
Shares by virtue of any stock split, stock dividend, recapitalization or similar
event, excluding Shares which have been (a) registered under the Securities
Act
pursuant to an effective registration statement filed thereunder and disposed
of
in accordance with the registration statement covering them or (b) publicly
sold
pursuant to Rule 144 promulgated under the Securities Act.
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“Registration
Expenses”
shall
have the meaning set forth in Section 5.
“Securities
Act”
means
the Securities Act of 1933, as amended.
“Staff”
means
the staff of the Commission’s Division of Corporation Finance.
“Violation”
shall
have the meaning set forth in Section 6(a).
2. Registration.
(a) Subject
to the terms, conditions and limitations set forth herein, following the date
that the Company is required to make an issuance of Shares under the License
Agreement (an “Issuance
Date”),
the
Company will use commercially reasonable efforts to file one or more
registration statements with the Commission on the appropriate form (each,
a
“Resale
Registration Statement”)
within
sixty (60) days following such Issuance Date (a “Filing
Date”)
to
allow the resale of the Registrable Securities under the Securities Act, and
use
its commercially reasonable efforts to have such Resale Registration Statement
declared effective by the Commission as soon as practicable following the Filing
Date and, in any event, prior to the date which is one hundred eight (180)
days
after each applicable Issuance Date (a “Registration
Effective Date”).
In
the event (i) the Company has not filed a required Registration Statement by
the
applicable Filing Date, or (ii) such Resale Registration Statement has not
been
declared effective by the applicable Registration Effective Date, then, in
either case, the Company shall issue to the Stockholder a number of additional
shares of Common Stock equal to two percent (2%) of the number of such
Regsitrable Securities with respect to which a Registration Statement was not
timely filed or declared effective in accordance with the foregoing clauses
(i)
and (ii).
For
purposes of this Section
2(a), to
the extent that any Filing Date or any Registration Effective Date falls on
a
weekend or other date that the Commission is closed, the Filing Date or
Registration Effective Date shall be extended to the next day the Commission
is
open for business.
(b) If,
following an Issuance Date, the Company shall determine to prepare and file
with
the Commission a registration statement relating to an offering of Common Stock
for its own account under the Securities Act (other than on an Excluded Form)
(a
“Company
Registration Statement”),
then
the Company shall send to the Stockholder written notice, at least twenty (20)
business days prior to the filing of such registration statement, of such
determination and that all or part of such Registrable Securities then held
by
the Stockholder may be included in such registration statement at the
Stockholder’s request. And if, within fifteen (15) business days after delivery
of such notice, the Stockholder shall so request in writing, the Company shall
include in such registration statement the resale of the Registrable Securities
requested by the Stockholder to be so included. Such
written notice shall state the intended method of disposition of the Registrable
Securities by the Stockholder.
The
Company’s obligation under this Section 2(b) shall be limited to the first
Company Registration Statement following the date hereof.
(c) If
the
Company Registration Statement under which the Company gives notice is for
an
underwritten offering, the Company shall so advise the Stockholders. In such
event, the right of the Stockholder to be included in a Company Registration
Statement to Section 2(b) shall be conditioned upon the Stockholder’s
participation in such underwriting and the inclusion of Stockholder’s
Registrable Securities in the underwriting to the extent provided herein. The
Stockholder shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the
Company.
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(d) Notwithstanding
any other provision of this Section 2, if the managing underwriter determines,
in its good faith judgment, that inclusion of the Registrable Securities
proposed to be included in the underwritten public offering would jeopardize
the
successful marketing of the underwritten public offering and advises the Company
in writing of such determination, the underwriter may exclude some or all
Registrable Securities from such registration and underwriting. The Company
shall so advise the Stockholder, and the number of shares of Common Stock to
be
included in such registration shall be allocated as follows: first, for the
account of the Company, all shares of Common Stock proposed to be sold by the
Company; and second, for the account of the Stockholder and any other
stockholders of the Company participating in such registration, the number
of
shares of Common Stock requested to be included in the registration by the
Stockholder and such other shareholders in proportion, as nearly as practicable,
to the respective amounts of Registrable Securities that are proposed to be
offered and sold by the Stockholder and such other shareholders of Registrable
Securities at the time of filing the registration statement.
(e) The
Company shall so advise the Stockholder of any such limitation, and the number
of shares of Registrable Securities held by the Stockholder that may be included
in the registration. If the Stockholder disapproves of the terms of any such
underwriting, it may elect to withdraw therefrom by written notice to the
Company and the underwriter, delivered at least ten (10) business days prior
to
the effective date of the Company Registration Statement. Any Registrable
Securities excluded or withdrawn from such underwriting shall be excluded and
withdrawn from the Company Registration Statement.
(f) The
Company shall have the right to terminate or withdraw any Company Registration
Statement initiated by it under Section 2(b) prior to the effectiveness of
such registration whether or not the Stockholder elected to include securities
in such registration. The Registration Expenses of such terminated or withdrawn
registration shall be borne by the Company. In the event of such terminated
or
withdrawn registration, the Stockholder shall retain the right to request
inclusion of Registrable Securities as set forth above.
3. Registration
Procedures
If
and
whenever the Company is required by the provisions hereof to effect the
registration of any Registrable Securities under the Securities Act as provided
herein, the Company shall, as expeditiously as possible:
(a) prepare
and file with the Commission a registration statement with respect to such
Registrable Securities and use commercially reasonable efforts to cause such
registration statement to become effective and remain effective until the
earlier of (i) the sale of all Registrable Securities covered thereby and (ii)
the date upon which the Stockholder may sell the Registrable Securities pursuant
to Rule 144(k) promulgated under the Securities Act (the “Registration
Period”);
(b) register
the resale of the Registrable Securities on SEC Form S-3 (“Form
S-3”)
or, if
the Company is not eligible to register the resale of the Registrable Securities
on Form S-3, then on such other form of SEC registration statement as is
available to effect registration of the resale of the Registrable
Securities;
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(c) ensure
that any registration statement filed with respect to the Registrable Securities
(including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any 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, in light of the circumstances in which they were made,
not
misleading, provided that the Stockholder acknowledges and agrees that the
Company will rely on the Stockholder with respect to information relating to
the
Stockholder that has been provided by the Stockholder to the Company;
(d) prepare
and file with the Commission such amendments (including post-effective
amendments) and supplements to any registration statement referred to in Section
3(a) hereof and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective for the period specified by
Section 3(a) hereof and to comply with the provisions of the Securities Act
with
respect to the sale of all Registrable Securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the Holders in such registration statement;
(e) submit
to
the Commission, within five (5) business days after the Company learns that
no
review of a Resale Registration Statement will be made by Staff or that the
Staff has no further comments on such registration statement, as the case may
be, a request for acceleration of effectiveness of the registration statement
to
a time and date not later than 48 hours after the submission of such
request;
(f) upon
request from the Stockholder, furnish (including in an electronic form or in
written form if requested by the Stockholder) to the Stockholder (i) promptly
after the same is prepared and filed with the SEC, at least one copy of each
Resale Registration Statement and each Company Registration Statement and any
amendment(s) thereto, including all financial statements and schedules, all
documents incorporated therein by reference, all exhibits and each preliminary
prospectus, and (ii) upon effectiveness of any such registration statement,
five
(5) copies of the prospectus included in such registration statement and all
amendments and supplements thereto (or such other number of copies as the
Stockholder may reasonably request), and (iii) such other documents as the
Stockholder may reasonably request, each as reasonably required by the
Stockholder in order to facilitate the public sale or other disposition of
the
Registrable Securities covered by such registration statement. To
the
extent that issues raised by the Staff have an impact primarily on the
Stockholder rather than the Company, the Company shall give reasonable deference
to the Stockholder’s requests with respect to the process and substance of
responses with respect to such issues;
(g) as
promptly as practicable after becoming aware of such event at any time when
a
prospectus relating to the Registrable Securities is required to be delivered
under the Securities Act, (i) notify the Stockholder of the Company’s becoming
aware that the prospectus included in the related 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 then existing,
(ii) prepare a supplement or amendment to such registration statement and
corresponding prospectus as required to correct such untrue statement or
omission, and (iii) prepare and furnish to the Stockholder a reasonable number
of copies (including in an electronic form or in written form if requested
by
the Stockholder) of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such Registrable 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 the light of the circumstances then existing;
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(h) notify
the Stockholder, at any time when a prospectus relating thereto is required
to
be delivered under the Securities Act: (i) when the registration statement
or
any post-effective amendment and supplement thereto has become effective; (ii)
of the issuance by the Commission of any stop order or the initiation of
proceedings for that purpose (in which event the Company shall make every effort
to obtain the withdrawal of any order suspending effectiveness of the
registration statement at the earliest possible time or prevent the entry
thereof); and (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities
for
sale in any jurisdiction or the initiation of any proceeding for such
purpose;
(i) otherwise
use its best efforts to comply with all applicable rules and regulations of
the
Commission;
(j) use
commercially reasonable efforts to prevent the issuance of any stop order or
any
other suspension of effectiveness or any registration statement and, if such
an
order or suspension is issued, to obtain the withdrawal of such order or
suspension at the earliest possible moment and to notify the Stockholder (and,
in the event of an underwritten offering, the managing underwriters) of the
issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose;
(k) use
its
best efforts to cause
all
such Registrable Securities registered hereunder to be listed on the Nasdaq
National Market, or such other stock exchange or over-the-counter electronic
market system on which the Common Stock is then principally listed or eligible
for trading or quotation; and
(l) within
three (3) business days after any registration statement is ordered effective
by
the SEC, notify the Company’s transfer agent that a registration statement
covering the Registrable Securities has been declared effective by the SEC
and
instruct the Company’s transfer agent to remove the restrictive legend on the
stock certificates evidencing any Registrable Securities that have been sold
pursuant to a Resale Registration Statement or a Company Registration Statement
and provide, with the cooperation of the Stockholder, any required legal
opinions at the Company’s sole expense.
4. Furnish
Information. It
shall
be a condition precedent to the obligation of the Company to take any action
pursuant to Sections 2
and
3
with
respect to the Registrable Securities that Stockholder shall furnish to the
Company such information regarding the Stockholder, the Registrable Securities,
and the intended method of disposition of such securities as shall be reasonably
required by the Company to effect the registration of the Registrable
Securities.
5. Registration
Expenses.
The
Company shall bear and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable Securities with respect
to
registrations pursuant to this Agreement, including (without limitation) all
registration, filing, and qualification fees, printers and accounting fees
relating or apportionable thereto (the “Registration
Expenses”),
but
excluding underwriting discounts and commissions relating to Registrable
Securities and excluding any professional fees or costs of accounting, financial
or legal advisors to the Stockholder.
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6. Indemnification.
In the
event that any Registrable Securities are included in a registration statement
under Section 2:
(a) To
the
extent permitted by law, the Company will indemnify and hold harmless the
Stockholder, any underwriter (as defined in the Securities Act) for the
Stockholder and each person, if any, who controls the Stockholder or underwriter
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, liabilities or expenses (joint or several) which arise
out of any failure by the Company to perform its obligations under this
Agreement or to fulfill any covenant or undertaking included in any registration
statement to which any of them may become subject under the Securities Act,
the
Exchange Act or any other federal or state law, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) arise out
of or
are based upon any of the following statements, omissions or violations (each
a
“Violation”):
(i)
any untrue statement or alleged untrue statement of a material fact contained
in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any exhibits, amendments or supplements thereto
and all documents filed as a part thereof and information deemed to be a part
thereof; (ii) the omission or alleged omission to state therein a material
fact
required to be stated therein, or necessary to make the statements therein,
in
light of the circumstances under which they were made, not misleading; or (iii)
any violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any other federal or state law or any rule or regulation
promulgated under the Securities Act or the Exchange Act in connection with
the
offering covered by such registration statement, and the Company will pay to
the
Stockholder, underwriter or controlling person, as incurred, any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided,
however,
that
the indemnity agreement contained in this Section 6(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or expense
(or action in respect thereto) if such settlement is effected without the
consent of the Company, which consent shall not be unreasonably withheld and
that
the
Company shall not be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it (A) arises out of or is based upon
a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration
by
the Stockholder, underwriter or controlling person or (B) is directly caused
by
the Stockholder’s, underwriter’s or controlling person’s failure to deliver a
copy of the registration statement or prospectus, or any amendments or
supplements thereto, after the Company has furnished the Stockholder,
underwriter or controlling person with a sufficient number of copies of the
same.
(b) To
the
extent permitted by law, the
Stockholder
will
indemnify and hold harmless, severally and not jointly, the Company, each of
its
directors, each of its officers, each person, if any, who controls the Company
within the meaning of the Securities Act, any underwriter, any other holder
selling securities in such registration statement and any controlling person
of
any such underwriter or other holder, against any losses, claims, damages,
or
liabilities (joint or several) to which any of the foregoing persons may become
subject, under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages liabilities or expenses (or actions
in respect thereto) arise out of or are based upon any Violation by the
Stockholder,
in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by
the
Stockholder
expressly for use in connection with such registration; and the
Stockholder
will
pay, as incurred, any legal or other expenses reasonably incurred by any person
intended to be indemnified pursuant to this Section 6(b), in connection with
investigating or defending any such loss, claim, damage, liability, or expense
(or action in respect thereto); provided,
however,
that
the indemnity agreement contained in this Section 6(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or expense
(or action in respect thereto) if such settlement is effected without the
consent of the Stockholder, which consent shall not be unreasonably withheld;
provided,
further,
that, in
no event shall the Stockholder be liable for any indemnification obligation
under this Section 6(b) in excess of the aggregate amount of net proceeds
received by the Stockholder from the sale of its Registrable Securities pursuant
to the applicable registration statement.
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(c) Promptly
after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action (including any governmental action), such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party
a
written notice of the commencement thereof and the indemnifying party shall
have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly notified, to assume
the defense thereof with counsel selected by the indemnifying party and approved
by the indemnified party (whose approval shall not be unreasonably withheld);
provided,
however,
that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain
one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained
by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of
any such action will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 6, expect to the extent
that
the indemnifying party has been materially prejudiced.
(d) If
the
indemnification provided for in this Section 6
is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage or expense (or action in
respect thereto) referred to therein, then the indemnifying party, in lieu
of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, liability,
claim, damage or expense (or action in respect thereto) in such proportion
as is
appropriate to reflect the relative fault of the indemnifying party on the
one
hand and of the indemnified party on the other in connection with the
Violation(s) that resulted in such loss, liability, claim, damage or expense
(or
action in respect thereto) as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact
or the alleged omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party and the parties’ relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.
(e) The
indemnity and contribution provisions contained in this Section 6
shall
remain operative and in full force regardless of (i) the termination of this
Agreement and (ii) the sale of Registrable Securities pursuant to any
registration statement. 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 which does not include
as
an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim
or
litigation.
7. Rule
144 Reporting.
With
a
view to making available to the Stockholder the benefits of Rule 144 and any
other rule or regulation of the Commission that may at any time permit the
Stockholder to sell securities of the Company to the public without registration
or pursuant to a registration statement, the Company agrees to:
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(a) make
and
keep public information available, as those terms are understood and defined
in
Rule 144 under the Securities Act;
(b) file
with
the Commission in a timely manner all reports and other documents required
of
the Company under the Securities Act and the Exchange Act; and
(c) furnish
to the Stockholder, so long as the Stockholder owns any Registrable Securities,
forthwith upon request (i) a written statement by the Company as to its
compliance with the reporting requirements the Exchange Act, (ii) a copy of
the
most recent annual or quarterly report of the Company and such other reports
and
documents so filed by the Company with the Commission and (iii) such other
information as may be reasonably requested in availing the Stockholder of any
rule or regulation of the Commission which permits the selling of any such
securities without registration or pursuant to such form; provided,
however,
that
the Company shall have no obligation to furnish any report or other document
filed with the Commission via the Commission’s XXXXX system.
8. Permitted
Transferees.
The
rights to cause the Company to register Registrable Securities pursuant to
this
Agreement may be assigned by the Stockholder in connection with a transfer
by
the Stockholder of its Registrable Securities if: (a) the Stockholder gives
prior written notice to the Company; (b) such transferee agrees to comply with
the terms and provisions of this Agreement; (c) such transfer is otherwise
in compliance with this Agreement; (d) such transfer is otherwise effected
in
accordance with applicable securities laws; and (e) the Stockholder transfers
at
least 20% of its shares of Registrable Securities to the transferee. Except
as
specifically permitted by this Section 8, the rights of the Stockholder with
respect to Registrable Securities as set out herein shall not be transferable
to
any other Person, and any attempted transfer shall cause all rights of the
Stockholder therein to be forfeited.
9. Termination
of Registration Rights.
The
Company’s obligation to file or obtain and maintain the effectiveness of any
Resale Registration Statement shall terminate as to any Registrable Securities
to the extent any such Registrable Securities may immediately be sold under
Rule
144(k) (or any successor rule thereto) of the Securities Act.
10. Restriction
of Selling Shares.
Notwithstanding the effectiveness of any Resale Registration Statement, the
Stockholder hereby undertakes and agrees to refrain from selling, transferring,
exchanging, assigning, or otherwise disposing of not more than twenty five
percent (25%) of any group of Shares issued at one Issuance Date in each ninety
(90) day period commencing with the effective date of the applicable Resale
Registration Statement covering such Shares; provided,
however,
that to
the extent any such Shares are sold pursuant to a Company Registration Statement
that exceeds such 25 percent limitation, then the number of Shares that
Stockholder may sell in the immediately succeeding calendar quarter(s) shall
be
reduced by such excess number of Shares sold pursuant to the Company
Registration Statement.
11. Miscellaneous
(a) This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by any other Person. The
Company may not assign its rights or obligations hereunder without the prior
written consent of the Stockholder. Stockholder may assign its rights and
obligations in the manner permitted hereunder.
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(b) All
notices, requests and other communications under this Agreement shall be in
writing, and shall be sufficiently given if delivered to the addressees in
person or by recognized overnight courier, mailed by certified or registered
mail, return receipt requested, or by facsimile or e-mail delivery followed
by a
copy sent by recognized overnight delivery, as follows:
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If
to the Company:
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Hana
Biosciences, Inc.
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000
Xxxxxx Xxxxx Xxxx., Xxxxx 000
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Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
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Facsimile:
(000) 000-0000
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Attn:
Xxxx X. Xxx, Chief Executive Officer
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With
a copy to:
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Xxxxxx
Xxxxxxx Xxxxxx & Brand, LLP
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00
Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
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Xxxxxxxxxxx,
Xxxxxxxxx 00000
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Facsimile:
(000) 000-0000
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Attn:
Xxxxxxxxxxx X. Xxxxxx, Esq.
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If
to Stockholder:
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Inex
Pharmaceuticals Corporation
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000-0000
Xxxxxxxx Xxxxxxx
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Xxxxxxx,
Xxxxxxx Xxxxxxxx
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Xxxxxx
X0X 0X0
|
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Facsimile:
(000) 000-0000
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Attn:
Xxxxxxx X. Xxxxx, Chief Executive Officer
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With
a copy to:
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Lang
Xxxxxxxx LLP
|
|
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1500
- 0000 Xxxx Xxxxxxx Xxxxxx
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Xxxxxxxxx,
Xxxxxxx Xxxxxxxx
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Xxxxxx
X0X 0X0
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Facsimile:
(000) 000-0000
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Attn:
Xxx Xxxxxx
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The
parties may designate such other addresses in writing hereafter in the same
manner as notice is to be given under this Section 11(b).
(c) This
Agreement shall be governed by, and construed in accordance with the laws of
the
State of Delaware, without regard to the conflicts of law rules of such state.
(d) THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
AGREEMENT.
(e) This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the same
instrument.
(f) If
any
provision of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid or unenforceable, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement, and the parties shall negotiate in good faith
to
modify this Agreement and to preserve each party’s anticipated benefits under
this Agreement.
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(g) The
headings in this Agreement are for convenience of reference only and shall
not
limit or otherwise affect the meaning hereof.
(h) This
Agreement may not be amended or modified, and no provision hereof may be waived,
without the written consent of the Company and Stockholder.
(i) The
failure of any party hereto to exercise any right or remedy under this Agreement
or otherwise, or delay by any party hereto in exercising such right or remedy,
shall not operate as a waiver thereof.
(j) Each
party agrees to execute such other documents, instruments, agreements and
consents, and take such other actions as may be reasonable requested by the
other parties hereto to effectuate the purposes of this Agreement.
(k) This
Agreement contains the entire understanding of the parties with respect to
the
subject matter hereof and thereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters.
IN
WITNESS WHEREOF, the undersigned has executed this Registration Rights Agreement
as of the date first written above.
|
HANA
BIOSCIENCES, INC.
|
|
|
By: /s/
Xxxx J,
Ahn
|
|
|
Name:
Xxxx X. Xxx
|
|
|
Title:
President and Chief Executive Officer
|
|
|
INEX
PHARMACEUTICALS CORPORATION
|
|
|
By: /s/
Xxxxxxx X.
Xxxx
|
|
|
Name:
Xxxxxxx X. Xxxxx
|
|
|
Title: President
and Chief Executive Officer
|
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