Exhibit 10.41
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of July 15,1999 (the "Effective Date") by and
between Interneuron Pharmaceuticals, Inc., a Delaware corporation ("IPI"), and
Intercardia, Inc., a Delaware corporation (the "Company").
WHEREAS, pursuant to an Exchange Agreement, dated as of the date
hereof, between IPI and the Company (the "Exchange Agreement"), IPI is (i)
acquiring on the date hereof, 65% of the limited liability interests of CPEC in
exchange for the redemption by the Company of (x) 4,229,381 shares of Common
Stock of the Company, par value $.001 per share (the "Common Stock"), net of the
number (281,703) of shares (the "Retained Shares") of common stock equal to the
Second Merger Installment (as defined in the Merger Agreement) and (y)
cancellation of a promissory note issued by the Company to IPI;
WHEREAS, pursuant to an Amended and Restated Limited Liability
Company Agreement dated as of the date hereof, among CPEC, IPI and the Company
(the "LLC Agreement"), IPI may receive from the Company from time to time
additional shares of Common Stock (the "CPEC Milestone Shares") in exchange for
IPI issuing to the Company shares of Common Stock, $.001 par value, of IPI
pursuant to the Acquisition Agreement dated as of May 13, 1994;
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of
March 2, 1998 by and among the Company, IPI and Transcell Technologies, Inc.
(the "Merger Agreement"), IPI is entitled to receive additional shares of Common
Stock (the "Merger Shares") in February 2000 , as the Third Merger Installment,
respectively, of the Merger Consideration (each as defined in the Merger
Agreement and, under the Exchange Agreement, has waived payment of the Second
Merger installment);
WHEREAS, pursuant to an Assignment and Assumption and Royalty
Agreement dated as of May 8, 1998 between the Company and IPI (the "Royalty
Agreement"), IPI is entitled to receive certain royalties from the Company which
are payable in shares of Common Stock (the "Royalty Shares") (unless the Company
and IPI agree that such royalties may be paid in cash);
The Company and IPI wish to establish certain rights and obligations
with respect to the shares of Common Stock IPI owns and may receive pursuant to
any of the agreements referred to above.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, IPI and the Company agree as follows:
1. DEFINITIONS. In this Agreement, the following terms shall have the
meaning specified, unless the context otherwise requires:
1.1 "Affiliate" means with respect to a specified Person, any Person that
directly or indirectly controls, is controlled by, or is under common control
with, the specified Person. The term "control" means the ownership, directly or
indirectly, of over 50% of the voting securities or interests of the Person in
question, or the right to receive over 50% of the profits or earnings of a
Person, or the power to direct or cause the direction of the management and
policies of that Person, whether by contract or otherwise.
1.2 "Contingent Shares" shall mean the CPEC Milestone Shares, the Merger
Shares and/or the Royalty Shares.
1.3 "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, or any successor act, all
as the same shall be in effect at the time.
1.4 "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.
1.5 "Registrable Securities" means the Retained Shares and/or the
Contingent Shares, provided that all such securities shall no longer be
registrable securities at such time as they are eligible for sale under Rule 144
under the Securities Act during any one three-month period.
1.6 "Registration Expenses" means all expenses incident to the Company's
performance of or compliance with SECTION 2, including, without limitation, all
registration and filing fees, all fees and expenses of complying with securities
or blue sky laws (including reasonable fees and disbursement of counsel in
connection with blue sky qualifications of the Registrable Securities), rating
agency fees, all printing expenses, messenger and delivery expenses, internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the fees and
expenses incurred in connection with the listing of the securities, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits required by or
incident to such performance and compliance, but excluding any fees and expenses
of counsel for holders of Registrable Securities or any underwriting discounts
and commissions applicable to the Registrable Securities.
1.7 "SEC" means the Securities and Exchange Commission.
-2-
1.8 "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, or any successor act, all as the
same shall be in effect at the time.
1.9 "Transfer" means any sale, bequest, exchange, assignment or gift, the
creation of any security interest or other encumbrance and any other disposition
of any kind, whether voluntary or involuntary, affecting title to or possession
of any of the Registrable Securities.
2. REGISTRATION RIGHTS.
2.1 DEMAND REGISTRATION.
2.1.1 Upon request by IPI at any time or from time to time after the
Effective Date, the Company shall file a registration statement on Form S-3, if
available and if not available, on such other form which is available and
suitable for a secondary offering of securities under the Securities Act (the
"Resale Registration Statement") with regard to any Registrable Securities held
by or issuable to IPI, as soon as practicable, but no later than 30 days after
such request, to the end that the Registrable Securities may be publicly sold
under the Securities Act thereafter, subject to the provisions of this
Agreement, and the Company will use its best efforts to cause such registration
to become effective as soon thereafter as practicable; provided, that IPI shall
furnish the Company with appropriate information relating to IPI and in
connection therewith as the Company may reasonably request.
2.1.2 All Registration Expenses in connection with the Resale Registration
Statement under this SECTION 2.1 shall be borne by the Company, except that IPI
shall bear the fees of its own counsel and any underwriting discounts or
commissions applicable to any of the Registrable Securities sold by it.
2.1.3 Pursuant to this SECTION 2.1, the Company shall not be obligated to
effect more than two Resale Registration Statements per year. A Resale
Registration Statement will not be deemed to have been effected unless it has
become effective.
2.1.4 The provisions of this SECTION 2.1 shall be subject to the condition
that if:
2.1.4.1 prior to filing of the Resale Registration Statement, the
Company has fixed plans (as evidenced by a resolution of the Board of
Directors of the Company adopted prior to the date the Company receives
such request) to engage in, or has become party to an agreement or letter
of intent contemplating, a public offering of Common Stock for its own
account through one or more underwriters proposing to underwrite such
offering on a firm
-3-
commitment basis (or, if such offering involves the issuance of
rights to stockholders of the Company, on a standby basis), then the
Company shall either: (a) include Registrable Securities, subject to
the provisions of SECTION 2.4 herein or (b) file a Resale
Registration Statement within ninety (90) days after the
effectiveness (or such shorter period as the managing underwriter of
such offering may agree) or abandonment of the registration
statement relating to the offering; or
2.1.4.2 prior to filing of the Resale Registration Statement, the
Company has become party to an agreement or letter of intent or filed
materials with the SEC contemplating a material business acquisition by the
Company, whether by way of merger, consolidation, acquisition of assets,
acquisition of securities or otherwise, and, if such proposed acquisition
were consummated, the Company would be required to include in such
registration statement financial statements and/or other information
concerning the business of any other party to such proposed acquisition,
then the Company may delay the filing of the Resale Registration Statement
to a date after such business combination has become effective; or
2.1.4.3 prior to the filing of the Resale Registration Statement, the
Company has become party to an agreement or letter of intent contemplating
a merger or consolidation of the Company into or with, or a sale or
transfer of all or substantially all of the business and assets of the
Company to, any other corporation or entity, then the Company may delay the
filing of the Resale Registration Statement to a date after the transaction
contemplated by such agreement or letter of intent becomes effective or is
abandoned.
2.2 PIGGY-BACK AND INCIDENTAL REGISTRATION.
2.2.1 Subject to the provisions of SECTION 2.4.3 hereof, if at any time
after the Effective Date, the Company proposes to register any securities under
the Securities Act, whether or not for sale for its own account or for the
account of any security holder (other than securities to be issued pursuant to
an employee compensation program or securities issued in a merger, acquisition
or similar transaction) in a manner and on a form which would permit
registration of Registrable Securities for sale to the public under the
Securities Act, it may each such time give written notice to IPI of its
intention to do so and, upon the written request of IPI made within ten (10)
business days after the receipt of any such notice (which request shall specify
the Registrable Securities intended to be disposed of by IPI), the Company will
use its best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
IPI thereof, to the extent requisite to permit the disposition of the
Registrable Securities so to be registered; PROVIDED that if, at any time after
giving written notice of its intention to register any securities and prior to
the
-4-
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 IPI and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration.
2.2.2 A registration effected under this SECTION 2.2 shall relieve the
Company of its obligation to effect a Resale Registration Statement under
SECTION 2.1, if the registration effected under this SECTION 2.2 includes
Registrable Securities.
2.2.3 the Company will pay all Registration Expenses in connection with any
registration of Registrable Securities pursuant to this SECTION 2.2, except that
IPI shall bear the fees of its own counsel and any underwritten discounts or
commissions applicable to any of the Registrable Securities sold by it.
2.3 REGISTRATION PROCEDURES. If and whenever the Company is required by the
provisions of SECTION 2.1 OR 2.2 to effect the registration of Registrable
Securities under the Securities Act, the Company will, subject to the provisions
of SECTION 2.4:
2.3.1 prepare and file with the SEC a registration statement with respect
to such Registrable Securities, and use its best efforts to cause such
registration statement to become and remain effective for such period as may be
reasonably necessary to effect the sale of such Registrable Securities, not to
exceed the period expiring on the earlier of (i) the sale of all the Registrable
Securities or (ii) the date on which all the Registrable Securities become
eligible for resale under Rule 144 during any three-month period;
2.3.2 prepare and file with the SEC such amendments to such registration
statement and supplements to the prospectus contained therein as may be
necessary to comply with the provisions of the Securities Act for such period as
may be reasonably necessary to effect the sale of such Registrable Securities,
not to exceed the period expiring on the earlier of (i) the sale of all the
Registrable Securities or (ii) the date on which all the Registrable Securities
become eligible for resale under Rule 144 during any three-month period;
2.3.3 furnish to IPI such number of copies of the registration statement,
preliminary prospectus, final prospectus and such other documents as IPI may
reasonably request, in conformity with the requirements of the Securities Act,
in order to facilitate the public offering of the Registrable Securities;
2.3.4 use its best efforts to register or qualify the Registrable
Securities covered by such registration statement under such state securities or
blue sky laws of such jurisdictions as IPI may reasonably request, except that
the Company shall not for any purpose be required to qualify to do business as a
foreign corporation or execute a general consent to service of process in any
jurisdiction wherein it is not so qualified;
-5-
2.3.5 notify IPI after the Company shall receive notice thereof, of the
time when such registration statement has become effective or a supplement to
any prospectus forming a part of such registration statement has been filed;
2.3.6 for a period expiring on the earlier of (i) the sale of all the
Registrable Securities or (ii) the date on which all the Registrable Securities
become eligible for resale under Rule 144 during any three-month period, prepare
and file with the SEC and notify IPI of the filing of such amendment or
supplement to such registration statement or prospectus as may be necessary to
correct any statements or omissions if, at the time when a prospectus relating
to such securities is required to be delivered under the Securities Act, any
event shall have occurred as the result of which any such prospectus or any
other prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading;
2.3.7 advise IPI after the Company shall receive notice thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of such
registration statement and use its best efforts to obtain its withdrawal;
2.3.8 use its best efforts to list such securities on each securities
exchange on which the Common Stock are then listed, if such securities are not
already so listed and if such listing is then permitted under the rules of such
exchange.
2.4 UNDERWRITTEN OFFERINGS.
2.4.1 UNDERWRITTEN OFFERINGS IN CONNECTION WITH DEMAND REGISTRATION.
Whenever a Resale Registration Statement pursuant to SECTION 2.1 is effected
through an underwritten offering, securities owned by other holders may be
included in such registration without the consent of IPI, subject to the terms
hereof. The underwriter shall be selected by IPI and shall be reasonably
acceptable to the Company. Notwithstanding any other provision contained herein,
if the underwriters determine that the amount of Registrable Securities to be
sold in any such underwritten offering should be limited due to market
conditions or otherwise, all holders of securities other than IPI proposing to
sell their securities in such underwriting and registration shall participate,
if at all, pro rata in the securities being underwritten, such participation to
be based on the number of shares of Common Stock (on an as-converted basis, if
applicable, solely for purposes of determining participation rights) as to which
registration was requested by such holders.
2.4.2 UNDERWRITING AGREEMENT IN CONNECTION WITH DEMAND REGISTRATION
STATEMENT. If requested by the underwriters for any offering pursuant to a
Resale Registration Statement, IPI and any other holder of securities desiring
to include securities in such registration, shall be a party to an underwriting
agreement for such offering, such agreement
-6-
to contain such representations and warranties by the Company, and such other
terms and provisions as are customarily contained in agreements of this type,
including, without limitation, indemnities and rights to contribution to the
effect and to the extent provided in ARTICLE 3 and the other securities shall be
included in the offering on the same financial terms as the Registrable
Securities being sold by the underwriters.
2.4.3 UNDERWRITTEN OFFERINGS IN CONNECTION WITH "PIGGY-BACK" AND INCIDENTAL
REGISTRATIONS. Subject to SECTION 2.2, if at any time the Company proposes to
register any Registrable Securities under the Securities Act for sale for its
own account or for the account of any security holder and such Registrable
Securities are to be distributed by or through one or more underwriters, and
Registrable Securities are included in such registration pursuant to the terms
of SECTION 2.2 herein, then IPI shall be a party to the underwriting agreement
between the Company and such underwriters, such agreement to contain such
representations and warranties by the Company, and such other terms and
provisions as are customarily contained in agreements of this type, including,
without limitation, indemnities and rights to contribution to the effect and to
the extent provided in ARTICLE 3. The Company may also require that the
Registrable Securities requested for inclusion pursuant to this SECTION 2.4.3 be
included in the offering on the same financial terms as the securities otherwise
being sold through the underwriters. If in the good faith judgment of the
managing underwriter of such underwritten public offering, the inclusion of any
or all of the Registrable Securities requested for inclusion pursuant to this
SECTION 2.4.3 together with any other Registrable Securities which have similar
piggyback registration rights (such securities and the Registrable Securities
being collectively referred to as the "Requested Stock") would jeopardize the
success of the offering, the number of shares of Requested Stock otherwise to be
included in the underwritten public offering may be reduced pro rata (by number
of Common Stock (on an as-converted basis, if applicable, solely for purposes of
determining participation rights)) among the holders thereof requesting such
registration or excluded in their entirety if so required by such managing
underwriter.
2.5 PREPARATION; REASONABLE INVESTIGATION. In connection with the
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, the Company will give IPI and its
underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the SEC, and each amendment
thereof or supplement thereto, and will give each of them such reasonable access
to its books and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be reasonably necessary, in the
opinion of counsel to the Company, to conduct a reasonable investigation within
the meaning of the Securities Act. IPI shall furnish to the Company such
information regarding IPI and the distribution proposed by IPI as the Company
may reasonably request and as shall be required in connection with any
registration referred to in this SECTION 2.
-7-
3. INDEMNIFICATION AND CONTRIBUTION.
3.1 INDEMNIFICATION. In the event any Registrable Securities are included
in a registration statement under SECTION 2:
3.1.1 The Company will indemnify and hold harmless and will reimburse IPI,
its officers, directors, employees or agents, each underwriter, and each person
who controls any of them within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act (a "Controlling Person") from and against, any
and all loss, damage, liability, cost and expense, including reasonable
attorney's fees and expenses, joint or several, to which they, or any of them,
may become subject under the Securities Act or otherwise, insofar as such
losses, damages, liabilities, costs or expenses arise out of or are based on (i)
any untrue statement or alleged untrue statement of any material fact contained
in such registration statement, any prospectus contained therein or any
amendment or supplement thereto, (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 in which they were made, not
misleading or (iii) any violation by the Company of the Securities Act, any
state securities or "blue sky" laws or any rule or regulation thereunder in
connection with such registration; provided, HOWEVER, that the Company will not
be liable in any such case to the extent that (i) any such loss, damage,
liability, cost or expenses arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission so made in reliance
upon information furnished in writing by or on behalf of IPI specifically for
use in the preparation thereof or (ii) a copy of the Prospectus was not
delivered by or on behalf of IPI to such person unless the failure is the result
of noncompliance by the Company with Section 2.3.3 hereof.
3.1.2 IPI will indemnify and hold harmless and will reimburse the Company,
its directors and officers, any Controlling Person and any underwriter from and
against any and all loss, damage, liability, cost or expense, including
reasonable attorneys' fees and expenses, joint or several, to which they, or any
of them, may become subject under the Securities Act or otherwise, insofar as
such losses, damages, liabilities, costs or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment or
supplement 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, in light of the circumstances in which
they were made, not misleading, in each case only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was so
made in reliance upon written information furnished by or on behalf of IPI
specifically for use in the preparation thereof. IPI shall not be obligated
hereunder to indemnify the Company for any amount paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of IPI (which consent shall not be unreasonably withheld). In no
event, however, shall the liability of IPI for indemnification under this
SECTION 3.1.2 exceed the proceeds received by IPI from its sale of Registrable
Securities under such registration statement.
-8-
3.1.3 Promptly after receipt by an indemnified party pursuant to the
provisions of SECTION 3.1.1 OR 3.1.2 of notice of the commencement of any action
involving the subject matter of the foregoing indemnity provisions, such
indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of SECTION 3.1.1 OR 3.1.2,
promptly notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party unless such failure to give
notice shall materially prejudice the indemnifying party in the defense of such
claim. In case such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party shall have the right to participate in, and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party,
PROVIDED, HOWEVER, if the defendants in any action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or in addition to those available
to the indemnified party, or if there is a conflict of interest which would
prevent counsel for the indemnifying party from also representing the
indemnified party, the indemnified party or parties have the right to select one
separate counsel to participate in the defense of such action on behalf of such
indemnified party or parties at the expense of the indemnifying party unless in
the reasonable judgment of the indemnified parties a conflict of interest may
exist among such indemnified parties, in which event the indemnified parties
shall be obligated to pay the fees and expenses of such additional counsel. An
indemnified party may retain its own counsel in any such action and participate
in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of the indemnified party if the indemnifying party has assumed the
defense of the action with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party pursuant to the provisions of said SECTION
3.1.1 OR 3.1.2 for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
3.2 CONTRIBUTION.
3.2.1 If the indemnification provided for in SECTION 3.1.1 OR 3.1.2 from
the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages or liabilities referred to therein, then
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 such indemnifying party and
indemnified parties 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
parties shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a
material fact or omission or
-9-
alleged omission to state a material fact, such statement or omission has been
made by, or relates to information supplied by, such indemnifying party or
indemnified parties 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 and liabilities
referred to above shall be deemed to include, subject to the limitations set
forth in SECTION 3.1.3, 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 3.2.1 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 SECTION 3.2.1. In no event, however,
shall IPI be required to contribute any amount under this SECTION 3.2.1 in
excess of the proceeds received by IPI from its sale of Registrable Securities
under such registration statement. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
4. MISCELLANEOUS.
4.1 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed in Delaware, without giving effect to any choice of law or
other conflict of law provision or rule.
4.2 ASSIGNMENT. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit of the successors of
the Company and its successors and assigns and IPI and any subsequent holders of
Registrable Securities and the respective successors and assigns of each of
them.
4.3 NOTICES. Any notice or other communication under this Agreement shall
be considered given and received when (i) delivered personally in writing, (ii)
received by registered mail, return receipt requested or (iii) sent by
facsimile, with a copy confirmed by registered mail, return receipt requested,
by the parties at the following addresses and telecopier numbers (or at such
other addresses and telecopier numbers as a party may specify by notice to the
others):
If to the Company:
Intercardia, Inc.
X.X. Xxx 00000
3200 East Highway 54
Cape Fear Building, Suite 000
Xxxxxxxx Xxxxxxxx Xxxx, XX 00000
-10-
Attention: President
Fax No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP
0000 Xxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Fax No.: (000) 000-0000
If to IPI:
Interneuron Pharmaceuticals, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: President
Fax No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Xxxxxxx & Xxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
Fax No.: (000) 000-0000
4.4 TITLES AND SUBTITLES. The titles of the Articles and Sections of this
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.
4.5 COUNTERPARTS; FACSIMILE. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
This Agreement may be executed by facsimile, which shall be deemed an original.
4.6 FURTHER ASSURANCES. Each of the Company and IPI agree to take such
actions and execute such documents as is necessary to carry out the intents and
purposes of this Agreement and the transactions contemplated hereby.
4.7 COMPLETE AGREEMENT; MODIFICATION AND TERMINATION. This Agreement
contains a complete statement of all the arrangements among the parties with
respect to its subject matter, supersedes all existing agreements among them
concerning that subject matter and cannot be changed or terminated except in
writing signed by all of the parties.
-11-
IN WITNESS WHEREOF, each Party has caused its duly authorized
representative to execute this Agreement as of the date first above written.
INTERNEURON PHARMACEUTICALS, INC.
By:/s/ XXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
INTERCARDIA, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President & CFO
-12-
