EXHIBIT 10.23
FORM OF REGISTRATION RIGHTS AGREEMENT
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THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT"), dated as of January
19, 1999, by and between GENETIC VECTORS, INC., a Florida corporation (the
"COMPANY"), and Capital Research Ltd., a Delaware corporation ("CAPITAL
RESEARCH").
The parties hereto, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
hereby agree as follows:
1. DEFINITIONS. The following terms have the following meanings:
(a) "ACT" means the U.S. Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
(b) "COMMISSION" means the Securities and Exchange Commission.
(c) "COMMON STOCK" means the Common Stock, par value $0.001 per share,
of the Company.
(d) "REGISTRABLE SECURITIES" means any Warrant Shares (as defined
herein) held by Capital Research.
(e) "REGISTRATION," "REGISTER" and like words mean compliance with all
of the laws, rules and regulations (federal, state and local), and provisions of
agreements and corporate documents pertaining to the public offering of
securities, including registration of any public offering of securities on any
form under the Act.
(f) "WARRANT SHARES" means any shares of Common Stock of the Company
received by Capital Research in connection with the exercise of the Common Stock
Purchase Warrant No. W-3 (the "WARRANT") of even date herewith given by the
Company to Capital Research or any new warrant given to Capital Research
pursuant to the terms of such warrant.
2. DEMAND REGISTRATION.
(a) At any time following the exercise of the Warrant and prior to the
Registration of all of the Warrant Shares, and subject to the other provisions
of this Agreement, Capital Research shall have the right, exercisable by making
a written request (the "REGISTRATION REQUEST") to the Company, to demand that
the Company effect the Registration of any Registrable Securities in accordance
with the provisions of the Act. Upon receipt of the Registration Request, the
Company shall be obligated to register each of the Registrable Securities
beneficially owned by Capital Research in the manner set forth in Section 2(b)
hereof. Any provision herein to the contrary notwithstanding, the right to
demand Registration pursuant to this Section 2 shall be limited to one (1)
Registration demand. A right to demand Registration hereunder shall be deemed to
have been exercised and all of the Company's demand Registration obligations
hereunder shall be deemed to be fully satisfied when the registration statement
filed on account of such exercise has been declared effective by the Commission.
(b) Following receipt of the Registration Request pursuant to Section
2(a) hereof, the Company shall (i) file within ninety (90) days thereafter a
registration statement on the appropriate form under the Act for the shares of
Common Stock that the Company has been requested to Register; (ii) if the
applicable Offering is pursuant to an underwriting agreement, enter into an
underwriting agreement in such form as said managing or sole underwriter shall
require (which must only contain terms and conditions customary for offerings of
equity securities of entities with market capitalizations that are approximately
equal to the Company's then current market capitalization and may contain
customary provisions requiring the Company and Capital Research to indemnify and
provide contribution to the underwriter or underwriters of such Offering); and
(iii) use its reasonable best efforts to have such registration statement
declared effective as promptly as practicable and to remain effective for at
least One Hundred and Twenty (120) days. Notwithstanding any other provision
hereof, Capital Research acknowledges and agrees that there can be no guarantee
or warranty from or by the Company that any such registration statement will
ever be declared effective by the Commission, and that the Company makes no such
guarantee or warranty in this Agreement or otherwise.
3. PIGGYBACK REGISTRATION. At any time following the exercise of the
Warrant and prior to the Registration of all of the Warrant Shares, and subject
to the other provisions of this Agreement, the Company shall advise Capital
Research by written notice at least thirty (30) days prior to the filing of any
registration statement under the Act by the Company (other than a registration
statement on Form X-0, Xxxx X-0 or subsequent similar forms), and will upon the
provision of written notice from Capital Research as described below include in
any such registration statement such information as may be required to permit a
public offering of the Registrable Securities desired to be registered by
Capital Research; PROVIDED, HOWEVER, that if the sole underwriter or managing
underwriters advise the Company that the inclusion in the offering of securities
proposed to be sold by Capital Research would adversely affect the ability of
the Company to complete the public offering, then the Company shall have no
obligation to register any shares held by Capital Research in connection with
this registration statement. If Capital Research desires to have its Registrable
Securities included in such registration statement, it must so advise the
Company in writing within fifteen (15) days after the date of receipt of the
Company's notice of registration, setting forth the amount of Registrable
Securities for which registration is requested. Notwithstanding any other
provision hereof, Capital Research acknowledges and agree that there can be no
guaranty or warranty from or by the Company that such registration statement
will ever be declared effective by the Commission, and that the Company makes no
such guarantee or warranty in this Agreement or otherwise.
4. INFORMATION TO BE FURNISHED BY CAPITAL RESEARCH. Capital Research
shall furnish to the Company in writing all information within its possession
or knowledge required by the applicable rules and regulations of the Commission
and by any applicable state securities or blue sky laws concerning Capital
Research, the proposed method of sale or other disposition of the shares of
Common Stock being sold by Capital Research in such Offering, and the identity
of and compensation to be paid to any proposed underwriter or underwriters to be
employed in connection with such Offering.
5. COSTS AND EXPENSES. The Company shall pay all costs and expenses in
connection with the Registration under this Agreement; PROVIDED, HOWEVER, that
Capital Research shall bear the fees and expenses of its own counsel and
accountants and any selling expenses relating to Registrable Shares registered
on behalf of Capital Research in connection with such Offering, including
without limitation, any transfer taxes, underwriting discounts or commissions.
6. NOTICES. All notices and other communications provided for hereunder
must be in writing and shall be deemed to have been given on the same day when
personally delivered or sent by confirmed facsimile transmission or on the next
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business day when delivered by receipted courier service or on the third
business day when mailed with sufficient postage, certified mail, return receipt
requested, to the following addresses:
If to the Company: Genetic Vectors, Inc.
0000 X. X. 00xx Xxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. XxXxxx, Xx.
With a copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx Center - Suite 2000
Xxxxx, Xxxxxxx 00000
If to the Capital Capital Research Ltd.
Research: 00000 Xxxxx Xxxxxxxxx
Xxx Xxxx Xxxxxxxxxx, Xxxxxxxxxx 00000-0000
c/o Xxxxx Xxxxx, Partner
or to such other address as any party shall have furnished to the other parties
pursuant to this Section 6.
7. ENTIRE AGREEMENT; MODIFICATION OF AGREEMENT; CONSENTS. This Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof. Changes in or additions to this Agreement may be made
and/or compliance with any covenant or condition herein set forth may be omitted
only upon written consent of all the parties hereto.
8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted successors,
transferees and assigns.
9. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida without regard to any of its
principles of conflicts of law. All parties hereto (a) agree that any suit,
action or proceeding arising out of or relating to the Agreement shall be
instituted only in a Federal or state court in Miami-Dade County, Florida, (b)
waive any objection which they may now or hereafter have to the laying of such
venue of any such suit, action or proceeding, and (c) irrevocably submit to the
jurisdiction of such Federal or state court in Miami-Dade County, Florida in any
such suit, action or proceeding.
10. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and both of which together shall constitute
one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the date first set forth above.
GENETIC VECTORS, INC.
By:______________________________________
Name:____________________________________
Its:_____________________________________
CAPITAL RESEARCH LTD.
By:______________________________________
Name:____________________________________
Its:_____________________________________
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