IOMAI CORPORATION REGISTRATION RIGHTS AGREEMENT
Exhibit 4.11
IOMAI CORPORATION
This
REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is made as of August 15, 2000, by and
between IOMAI CORPORATION, a Delaware corporation (the
“Company”), and CZ VENTURE OPERATIONS, INC.
(“CZ Venture ”), a Delaware corporation and wholly-owned
subsidiary of Mitsubishi Corporation, a Japanese corporation.
W I T N E S S E T H:
WHEREAS, pursuant to a Securities Purchase Agreement dated as of the date hereof by and
between the Company and CZ Venture (the “Purchase
Agreement”), CZ Venture has acquired 571.429 shares (the “Shares”) of common stock, par value $.01 per share (the “Common Stock”), of
the Company;
WHEREAS, the execution of the Purchase Agreement has occurred on the date hereof, it being a
condition to the closing of the transactions contemplated thereby that the parties execute and
deliver this Agreement; and
WHEREAS, the parties desire to set forth herein their agreement related to the granting of
certain registration rights to the Holders (as defined below) with respect to Registrable
Securities (as defined below).
A G R E E M E N T
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Definitions. As used in this Agreement, the following terms shall have
the following respective meanings:
“Affiliate” of any Person shall mean any other Person controlling, controlled by or
under common control with such Person. In the case of a natural Person, such Person’s
Affiliates shall include members of such Person’s immediate family, natural lineal
descendants of such Person or a trust for the exclusive benefit of such Person and such
Person’s immediate family and natural lineal descendants.
“Commission” shall mean the U.S. Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, or any
similar federal statute and the rules and regulations of the Commission thereunder, all as
the same shall be in effect at the time.
“Holders”
or “Holders of Registrable Securities” shall
mean CZ Venture and any Person who
shall have acquired Registrable Securities from CZ Venture as permitted herein, either
individually or jointly as the case may be.
“Person” shall mean an individual, a partnership, a company, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization and a governmental
quasi-governmental entity or any department, agency or political subdivision thereof.
“Registrable Securities” means (i) the Shares and (ii) any Common Stock issued or
issuable in respect of the Shares, issued in accordance with the Purchase Agreement, or upon
any stock split, stock dividend, recapitalization or similar event; excluding in all cases,
however, any Registrable Securities sold by a Person in a transaction (including a
transaction pursuant to a registration statement under this Agreement and a transaction
pursuant to Rule 144 promulgated under the Securities Act) in which registration rights are
not transferred pursuant to Section 7.02 hereof.
The term “register,” “registered” and “registration” refer to a registration of
securities effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.
“Registration Expenses” shall mean all expenses, other than Selling Expenses, incurred
by the Company in complying with Article II hereof, including without limitation, all
registration, qualification and filing fees, exchange listing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses,
and the expense of any special audits incident to or required by any such registration and
the reasonable fees and expenses, not to exceed $10,000 in the aggregate, of one counsel for
the stockholders participating in such offering, such counsel to be selected by holders of
the majority of the securities to be included in such registration.
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, or any similar
federal statute and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time.
“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock
transfer taxes applicable to the securities registered by the Holders and the costs of any
accountants, counsel or other experts retained by the Holders, except as provided in the
definition of Registration Expenses.
ARTICLE II
PIGGYBACK REGISTRATIONS
Section 2.01 Right to Piggyback. At any time, the Company shall propose to register Common
Stock under the Securities Act, including but not limited to times when the Company is prompted to
register based on demand registration rights of any other holder of registrable
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securities of the Company (other than in a registration on Form S-3 relating to sales of
securities to participants in a Company dividend reinvestment plan, Forms S-4 or S-8 or any
successor form or in connection with an acquisition or exchange offer or an offering of securities
solely to the existing stockholders or employees of the Company) (each, a “Piggyback
Registration”), the Company will give prompt written notice to all Holders of Registrable
Securities of its intention to effect such a registration and, subject to Section 2.02(b) and any
other terms of this Agreement, will include in such registration all Registrable Securities which
are permitted under applicable securities laws to be included in the form of registration statement
selected by the Company and with respect to which the Company has received written requests for
inclusion therein within fifteen (15) days after the receipt of the Company’s notice.
Section 2.02 Priority on Piggyback Registrations. If a Piggyback Registration is an
underwritten registration on behalf of the Company, and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company will include in such registration:
(a) first, the securities the Company proposes to sell;
(b) second, any securities having the right to be included in such registration prior to the
securities of the Holders;
(c) third, the Registrable Securities requested to be included in such registration by the
Holders and any securities requested to be included in such registration by any other Person, pro
rata among the Holders of such Registrable Securities and such other Persons, on the basis of the
number of shares owned by each of such Holders and other Persons; and
(d) thereafter, other securities requested to be included in such registration.
The Holders of any Registrable Securities included in such a registration must execute an
underwriting agreement in form and substance satisfactory to the managing underwriters.
Section 2.03 Right to Terminate Registration. If, at any time after giving written notice of
its intention to register any of its securities as set forth in Section 2.01 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 of Registrable Securities and
thereupon be relieved of its obligation to register any Registrable Securities in connection with
such registration (but not from its obligation to pay the Registration Expenses in connection
therewith as provided herein).
Section 2.04 Selection of Underwriters. The Company will have the right to select the
investment banker(s) and manager(s) to administer an offering pursuant to a Piggyback Registration.
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ARTICLE III
EXPENSES OF REGISTRATION
Section 3.01 Expenses of Registration. All Registration Expenses incurred in connection with
all registrations pursuant to Article II shall be borne by the Company. All Selling Expenses
relating to securities registered on behalf of the Holders of Registrable Securities shall be borne
by such Holders.
ARTICLE IV
HOLDBACK AGREEMENTS
Section 4.01 Company Standstill. The Company agrees and agrees to cause its officers and
directors (i) not to effect any public sale or distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for such securities, during the seven
(7) days prior to, and during the ninety (90) day period beginning on, the effective date of any
underwritten Piggyback Registration (except as part of such underwritten registration or pursuant
to registrations on Form S-8 or any successor form), unless the underwriters managing the
registered public offering otherwise agree, and (ii) to use reasonable efforts to cause each holder
of at least five percent (5%) (on a fully diluted basis) of its Common Stock, or any securities
convertible into or exchangeable or exercisable for Common Stock, purchased from the Company at any
time after the date of this Agreement (other than in a registered public offering) to agree not to
effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities
Act) of any such securities during such periods (except as part of such underwritten registration,
if otherwise permitted), unless the underwriters managing the registered public offering otherwise
agree.
Section 4.02 Holder Lockups. Each Holder agrees, if requested by the managing underwriter or
underwriters in an underwritten offering of securities of the Company, except in accordance with
the Purchase Agreement, not to effect any offer, sale, distribution or transfer of Registrable
Securities, including a sale pursuant to Rule 144 (or any similar provision then in effect) under
the Securities Act (except as part of such underwritten registration), during the seven (7) day
period prior to, and during the ninety (90) beginning on, the
effective date of such registration statement to the extent timely
notified in writing by the Company or the managing underwriter or
underwriters; provided, however, that if the managing underwriter or
underwriters cause the Company's officers and directors to not to
effect any such offer, sale, distribution or transfer of Registrable
Securities for a period longer than ninety (90) days, then the
restrictions in this Section 4.02 shall be extended to match the
period required of the Company's officers and directors; provided,
further, that such period shall not exceed one hundred eighty (180)
days in any event.
ARTICLE V
REGISTRATION PROCEDURES
Section 5.01 Registration Procedures. Whenever the Holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this Agreement, the Company
will use its best efforts to effect the registration and the sale of such Registrable Securities in
accordance with the intended method of distribution thereof, and pursuant thereto the Company will
as expeditiously as possible:
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(a) Prepare and file with the Commission a registration statement on any form for which the
Company qualifies with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective (provided that before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to
the counsel selected by the Holders copies of all such documents proposed to be filed, which
documents will be subject to the review of such counsel, and (ii) notify each holder of Registrable
Securities covered by such registration of any stop order issued or threatened by the Commission);
(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 keep such
registration statement effective for a period equal to the shorter of (i) six (6) months and (ii)
the time by which all securities covered by such registration statement have been sold, and comply
with the provisions of the Securities Act with respect to the disposition of all securities covered
by such registration statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;
(c) Furnish to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) Use its best efforts to register or qualify such Registrable Securities under such other
securities or blue sky laws of such jurisdiction as any seller reasonably requests and do any and
all other acts and things which may be reasonably necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller
(provided that the Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 5.01(d), (ii)
subject itself to taxation in any jurisdiction or (iii) consent to general service of process in
any such jurisdiction);
(e) Notify each seller of such Registrable Securities, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such seller, the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading; provided that the Company shall not be
required to amend the registration statement or supplement the prospectus for a period of up to six
(6) months, if the board of directors of the Company (the “Board”) determines in good faith that to
do so would reasonably be expected to have a material adverse effect on any proposal or plan by the
Company to engage in any financing, acquisition or disposition of assets (other than in the
ordinary course of business) or any merger, consolidation, tender offer or similar transaction or
would require the disclosure of any information that the Board determines in good faith the
disclosure of which would be detrimental to the Company, it
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being understood that the period for which the Company is obligated to keep the registration
statement effective shall be extended for a number of days equal to the number of days the Company
delays amendments or supplements pursuant to this provision; provided further, that the Board may
exercise the foregoing right to delay amendments or supplements only once in any twelve (12) month
period. Upon receipt of any notice pursuant to this Section 5.01(e) Holders shall suspend all
offers and sales of securities of the Company and all use of any prospectus until advised by the
Company that offers and sales may resume, and shall keep confidential the fact and content of any
notice given by the Company pursuant to this Section 5.01(e);
(f) Cause all such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed;
(g) Provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such registration statement;
(h) Enter into such customary agreements (including underwriting agreements in customary form)
and take all such other actions as the Holders of a majority of the Registrable Securities being
sold or the underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including without limitation, effecting a stock split
or a combination of shares);
(i) Make available for inspection by a representative of the Holders of Registrable Securities
included in the registration statement, any underwriter participating in any disposition pursuant
to such registration statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all pertinent financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, directors, employees and independent
accountants to supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;
(j) 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,
an earning statement covering the period of at least twelve (12) months beginning after the
effective date of the registration statement, which earning statement shall satisfy the provisions
of section 11(a) of the Securities Act and Rule 158 thereunder;
(k) In the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related prospectus
or suspending the qualification of any Common Stock included in such registration statement for
sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order; and
(l) Obtain a so-called “cold comfort” letter from the Company’s independent public accountants
in customary form and covering such matters of the type customarily covered by cold comfort
letters.
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ARTICLE VI
INDEMNIFICATION
Section 6.01 Indemnification.
(a) The Company agrees to indemnify, to the fullest extent permitted by applicable law, each
Holder of Registrable Securities, its officers and directors and each Person who controls such
Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities,
expenses or any amounts paid in settlement of any litigation, investigation or proceeding commenced
or threatened (collectively, “Claims”) to which each such indemnified party may become subject
under the Securities Act insofar as such Claim arose out of (i) any untrue or alleged untrue
statement of material fact contained, on the effective date thereof, in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or (ii) 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, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for
use therein or by such Holder’s failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has furnished such Holder
with a sufficient number of copies of the same. In connection with an underwritten offering, the
Company will indemnify such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent as provided above
with respect to the indemnification of the Holders of Registrable Securities.
(b) In connection with any registration statement in which a Holder of Registrable Securities
is participating, each such Holder will furnish to the Company in writing such customary
information and affidavits, as the Company reasonably requests for use in connection with any such
registration statement or prospectus (the “Seller’s Information”) and, to the fullest extent
permitted by applicable law, will indemnify the Company, its directors and officers and each Person
who controls the Company (within the meaning of the Securities Act) against any and all Claims to
which each such indemnified party may become subject under the Securities Act insofar as such Claim
arose out of (i) any untrue or alleged untrue statement of material fact contained, on the
effective date thereof, in any registration statement, prospectus or preliminary prospectus or any
amendment thereof of supplement thereto, or (ii) 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; provided that the material misstatement or omission is contained in such Seller’s
Information; provided further, that such Holder’s indemnification obligation pursuant to clause (i)
or (ii) above shall not be applicable in the event that the Holder corrected the information that
would otherwise result in such indemnification obligation in a final or supplemental prospectus and
the Person asserting an indemnification claim hereunder failed to deliver such final or
supplemental prospectus. Notwithstanding any other provision of this Agreement, the obligation to
indemnify will be individual to each Holder and will be limited to the net amount of proceeds
received by such Holder from the sale of Registrable Securities pursuant to such registration
statement.
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(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to
the indemnifying party of any Claim with respect to which it seeks indemnification (but the failure
to provide such notice, shall not release the indemnifying party of its obligation under paragraphs
(a) and (b), unless and then only to the extent that, the indemnifying party has been prejudiced by
such failure to provide such notice) and (ii) unless in such indemnified party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying parties may exist with
respect to such Claim, permit such indemnifying party to assume the defense of such Claim with
counsel reasonably satisfactory to the indemnified party. An indemnifying party who is not
entitled to, or elects not to, assume the defense of a Claim will not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with
respect to such Claim, unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such indemnified parties with
respect to such Claim.
(d) The indemnifying party shall not be liable to indemnify an indemnified party for any
settlement, or consent to judgment of any such action effected without the indemnifying party’s
consent (but such consent will not be unreasonably withheld). Furthermore, the indemnifying party
shall not, except with the approval 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 each indemnified party of a release from all liability in respect to such
Claim without any payment or consideration provided by each such indemnified party.
(e) If the indemnification provided for in this Article VI is unavailable to an indemnified
party under clauses (a) and (b) above in respect of any Claims, referred to therein, then each
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 Claims, in such proportion as is
appropriate to reflect not only the relative benefits received by the Company, the underwriters,
the sellers of Registrable Securities and any other sellers participating in the registration
statement from the sale of shares pursuant to the registered offering of securities to which
indemnity is sought but also the relative fault of the Company, the underwriters, the sellers of
Registrable Securities and any other sellers participating in the registration statement in
connection with the statement or omissions which resulted in such Claims, as well as any other
relevant equitable considerations. The relative benefits received by the Company, the
underwriters, the sellers of Registrable Securities and any other sellers participating in the
registration statement shall be deemed to be based on the relative relationship of the total net
proceeds from the offering (before deducting expenses) to the Company, the total underwriting
commissions and fees from the offering (before deducting expenses) to the underwriters and the
total net proceeds from the offering (before deducting expenses) to the sellers of Registrable
Securities and any other sellers participating in the registration statement. The relative fault
of the Company, the underwriters, the sellers of Registrable Securities and any other sellers
participating in the registration statement shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or by
registration statement and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
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(f) The indemnification provided for under this Agreement will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party or any officer,
director or controlling person of such indemnified party and will survive the transfer of the
securities subject to this Agreement.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Participation in Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements, (ii) as expeditiously as possible notifies the
Company of the occurrence of any event as a result of which such prospectus contains an untrue
statement of material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.
Section 7.02 Transfer of Registration Rights. The rights granted to any Person under this
Agreement may be assigned to a transferee or assignee who is an Affiliate of such Person in
connection with any transfer or assignment of Shares by a Holder; provided, that: (i) such
transfer may otherwise be effected in accordance with applicable securities laws, (ii) if not
already a party hereto, the assignee or transferee agrees in writing prior to such transfer to be
bound by the provisions of this Agreement applicable to the transferor, (iii) such transferee shall
own Registrable Securities representing at least 33 percent
(33%) of the Shares and (iv) CZ Venture
shall act as agent and representative for such Holder for the giving and receiving of notices
hereunder.
Section 7.03 Information by Holder. Each Holder shall furnish the Company such written
information regarding such Holder and any distribution proposed by such Holder as the Company may
reasonably request in writing and as shall be reasonably required in connection with any
registration qualification or compliance referred to in this Agreement.
Section 7.04 Exchange Act Compliance. From and after such time that the Company is subject to
the Exchange Act, the Company shall comply with all of the reporting requirements of the Exchange
Act applicable to it and shall comply with all other public information reporting requirements of
the Commission which are conditions to the availability of Rule 144 for the sale of the Registrable
Securities and (ii) cooperate with each Holder in supplying such information as may be necessary
for such Holder to complete and file any information reporting forms presently or hereafter
required by the Commission as a condition to the availability of Rule 144.
Section 7.05 Limitation on Registration. The Company shall not be obligated to effect a
registration of any Holder’s Registrable Securities pursuant to Article II hereof if all of the
Registrable Securities have been sold under Rule 144, Regulation S or a similar provision under the
Securities Act so that there is no further restriction on the transfer by the transferee. The
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Company shall not be required to include any Registrable Securities of a Holder in a
registration if all of such Holder’s Registrable Securities could be sold within a three (3) month
period pursuant to Rule 144 or other similar rule or regulation under the Securities Act.
Section 7.06 No Inconsistent Agreements. The Company will not hereafter enter into any
agreement with respect to its securities which is inconsistent with or violates the rights granted
to the Holders of Registrable Securities in this Agreement without the prior written consent of the
Holders of at least fifty percent (50%) Registrable Securities.
Section 7.07 Remedies. Any Person having rights under any provision of this Agreement will be
entitled to enforce such rights specifically to recover damages caused by reason of any breach of
any provision of this Agreement and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any bond or other security) for specific
performance and for other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement; provided that in no event shall any Holder have the right to enjoin
or interfere with any offering of securities by the Company.
Section 7.08 Amendments and Waivers. Except as otherwise provided herein, the provisions of
this Agreement may be amended or waived only upon the prior written consent of the Company and
Holders of at least fifty percent (50%) of the Registrable Securities; provided, that without the
prior written consent of all the Holders, no such amendment or waiver shall reduce the foregoing
percentage.
Section 7.09 Successors and Assigns. All covenants and agreements in this Agreement by or on
behalf of any of the parties hereto will bind and inure to the benefit of the respective heirs,
administrators, executors, personal and legal representatives, successors and assigns of the
parties hereto whether so expressed or not. In addition, whether or not any express assignment has
been made, the provisions of this Agreement which are for the benefit of Holders of Registrable
Securities are also for the benefit of, and enforceable by, any permitted transferee of the
Holders’ rights hereunder.
Section 7.10 Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
Section 7.11 Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one party, but all such
counterparts taken together will constitute one and the same Agreement.
Section 7.12 Descriptive Headings. The descriptive headings of this Agreement are inserted
for convenience only and do not constitute a part of this Agreement
Section 7.13 Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement and the exhibits and schedules hereto will be governed by the
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internal law, and not the law of conflicts, of State of New York. Each of the parties hereby
irrevocably submits to the jurisdiction of any court sitting in the State of New York over any
action or proceeding arising out of or relating to this Agreement and each thereby waives the
defense of an inconvenient forum for the maintenance of such an action.
Section 7.14 Notices. All notices, demands and requests of any kind to be delivered to any
party in connection with this Agreement shall be in writing and shall be deemed to have been duly
given if personally delivered or if sent by nationally recognized overnight courier or by
registered or certified airmail, return receipt requested and postage prepaid, addressed as
follows:
| if to the Company, to: | Iomai Corporation | |||
| 0000 Xxxxxxxxxxxx Xxxxxx, XX | ||||
| Xxxxxxxxxx, XX 00000-0000 | ||||
| Attention: President | ||||
| with a copy to: | Pillsbury Madison & Sutro LLP | |||
| 0000 Xxxxx Xxxxxxxxx | ||||
| Xxxxx 000 | ||||
| Xxxxxx, Xxxxxxxx 00000 | ||||
| Attention: Xxxxxxxx X. Xxxxxxx, Esq. | ||||
| if to CZ Venture to: | CZ Venture Operations, Inc. | |||
| c/o MC Financial Services, Ltd. | ||||
| 000 Xxxxxxx Xxxxxxx, 00xx Xxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| with a copy to: | CZ Venture Operations, Inc. | |||
| c/o Mitsubishi Corporation | ||||
| Specialty Chemicals Business Development Unit (CZ-K) | ||||
| Fine & Specialty Chemicals Division | ||||
| 0-0, Xxxxxxxxxx 0-xxxxx | ||||
| Xxxxxxx-xx, Xxxxx 000-0000 | ||||
| Xxxxx | ||||
Section 7.15 Termination. This Agreement shall terminate on the date as of which there is no
Holder of Registrable Securities.
[continued on the following page]
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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.
| CZ VENTURE OPERATIONS, INC | ||||||||||||
| a Delaware corporation and wholly-owned subsidiary of Mitsubishi Corporation | ||||||||||||
| By: | /s/ Xxxxxxxx Xxxxxx | |||||||||||
| Xxxxxxxx Xxxxxx | ||||||||||||
| President | ||||||||||||
| IOMAI CORPORATION | ||||||||||||
| a Delaware corporation | ||||||||||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||||||||
| Xxxxxxx X. Xxxx | ||||||||||||
| Chief Executive Officer & President | ||||||||||||
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