1
EXHIBIT 10.2
IMMUNOGEN, INC.
REGISTRATION AGREEMENT
THIS AGREEMENT, is made as of December 9, 1997 among ImmunoGen, Inc., a
Massachusetts Corporation (the "Company"), Biotechnology Venture Partners, L.P.
("BVP"), a _____________ limited partnership, Biotechnology Value Fund, L.P.
("BVF 1"), a Delaware limited partnership, Biotechnology Value Fund, Ltd. ("BVF
2"), a ________________________ and Investment 10 L.L.C. ("I10"), a
_____________ limited liability company (collectively, BVP, BVF 1, BVF 2, and
(I10 are referred to as the "Investor").
The parties to this Agreement are parties to a Stock Purchase Agreement of
even date herewith (the "Purchase Agreement"). In order to induce the Investor
to enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the Closing under the Purchase Agreement.
Unless otherwise provided in this Agreement, capitalized terms used herein shall
have the meanings set forth in paragraph 8 hereof.
The parties hereto agree as follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. For a period of two (2) years
following the first issuance of the Registrable Securities, either the Investor
or any of its affiliates holding Registrable Securities may request registration
under the Securities Act of all or any portion of their Registrable Securities,
provided, however, that only one such request may be made with respect to
registration of the Initial Registrable Securities and only one such request may
be made with respect to the registration of the Additional Registrable
Securities. Each such registration shall be on Form S-1 or any similar long-form
registration for which the Company may qualify; provided that the Company may,
at its election, register all or any portion of such Registrable Securities on
Form S-2 or S-3 or any similar short-form registration if available. All
registrations requested pursuant to this paragraph 1(a) are referred to herein
as "Demand Registrations." Each request for a Demand Registration shall specify
the approximate number of Registrable Securities requested to be registered and
the anticipated per share price range for such offering. Within ten (10) days
after receipt of any such request, the Company shall give written notice of such
requested registration to all other holders of Registrable Securities and other
holders of ImmunoGen Common Stock having piggyback registration rights and shall
include in such registration all Registrable Securities and such other
securities 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.
(b) PRIORITY ON DEMAND REGISTRATIONS. If a Demand Registration is an
underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and other
securities requested to be included in such offering exceeds the number of
Registrable Securities and other securities, if any, which can be
2
sold in an orderly manner in such offering within a price range acceptable to
the holders of a majority of the Registrable Securities initially requesting
registration, the Company shall include in such registration prior to the
inclusion of any securities which are not Registrable Securities the number of
Registrable Securities requested to be included which in the opinion of such
underwriters can be sold in an orderly manner within the price range of such
offering, pro rata among the respective holders thereof on the basis of the
amount of Registrable Securities requested to be registered by each such holder,
and thereafter shall include other securities on the same pro rata basis.
(c) RESTRICTIONS ON DEMAND REGISTRATIONS. The Company shall not be
obligated to effect any Demand Registration within 180 days after the effective
date of a previous registration. The Company may postpone for up to 180 days the
filing or the effectiveness of a registration statement for a Demand
Registration if the Company's board of directors determines in its reasonable
good faith judgment that such Demand Registration would reasonably be expected
to have a material adverse effect on any proposal or plan by the Company or any
of its Subsidiaries to engage in any material transaction, including a strategic
collaboration, a financing transaction, an acquisition of assets (other than in
the ordinary course of business) or any merger, consolidation, tender offer,
reorganization or similar transaction; provided that in such event, the holders
of Registrable Securities initially requesting such Demand Registration shall be
entitled to withdraw such request and, if such request is withdrawn, the Company
shall pay all Registration Expenses in connection with such registration.
(d) SELECTION OF UNDERWRITERS. The holders of a majority of the
Registrable Securities initially requesting a Demand Registration hereunder
shall have the right to select the investment banker(s) and manager(s) to
administer the offering, subject to the Company's approval which shall not be
unreasonably withheld.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. For a period of four (4) years following the
first issuance of Registrable Securities, whenever the Company proposes to
register any of its securities under the Securities Act other than pursuant to a
Demand Registration, and the registration form to be used (other than a
registration on a Form X-0, Xxxx X-0 or any successor form thereto) may be used
for the resale registration of Registrable Securities (a "Piggyback
Registration"), the Company shall give prompt written notice to all holders of
Registrable Securities of its intention to effect such a registration and shall
include in such registration all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within seven (7)
days after the receipt of the Company's notice, subject to Sections 2(c) and (d)
hereof.
(b) PIGGYBACK EXPENSES. If the Company proposes to sell any of its
securities in a Piggyback Registration, the Registration Expenses of the holders
of Registrable Securities in connection with such Piggyback Registration shall
be paid by the Company. In all other Piggyback Registrations, the holders of
Registrable Securities shall pay their share of the Registration Expenses of
such registration as provided in paragraph 5 hereof.
2
3
(c) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company 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 shall include in such registration (i) first, the
securities the Company proposes to sell, and (ii) second, if any, the
Registrable Securities requested to be included in such registration and other
securities the Company is obligated to include in such registration, pro rata
among the holders of such securities on the basis of the number of shares owned
by each such holder.
(d) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration
is an underwritten secondary registration on behalf of holders of the Company's
securities, and the managing underwriters advise the Company 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 shall include in such
registration (i) first, the securities requested to be included therein by the
holders requesting such registration and, (ii) second, if any, the Registrable
Securities requested to be included in such registration, pro rata among the
holders of such securities on the basis of the number of securities owned by
each such holder.
(e) OTHER REGISTRATIONS. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
paragraph 1 or pursuant to this paragraph 2, and if such previous registration
has not been withdrawn or abandoned, the Company shall not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-8 or any successor form), whether on its
own behalf or at the request of any holder or holders of such securities, until
(i) all securities registered under such registration statement have been sold
or (ii) sixty (60) days after the effective date of such previous registration,
whichever occurs earlier.
3. HOLDBACK AGREEMENTS.
(a) Each holder of Registrable Securities shall not effect any sale,
distribution or other disposition (including sales pursuant to Rule 144) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven (7) days prior
to and the 180-day period beginning on the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration in which
Registrable Securities are included (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree.
(b) The Company shall not 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
Demand Registration or any underwritten Piggyback Registration (except as part
of such underwritten registration or pursuant to registrations on Form
3
4
S-8 or any successor form), unless the underwriters managing the registered
public offering otherwise agree.
4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company shall use its best efforts to effect the
registration for resale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company shall
as expeditiously as possible:
(a) subject to Section 1(c) hereof, prepare and file with the
Securities and Exchange Commission within ninety (90) days from the date of
demand a registration statement 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 shall furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by
such registration statement copies of all such documents proposed to be filed,
which documents shall be subject to the reasonable review and comment of such
counsel);
(b) notify each holder of Registrable Securities of the effectiveness
of each registration statement filed hereunder and prepare and file with the
Securities and Exchange 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 of not less
than ninety (90) days (or for such shorter period of time as the underwriters
need to complete the distribution of a registered offering or until the
securities are actually 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 jurisdictions 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 shall 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 subparagraph, (ii) subject itself to taxation in any such
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
4
5
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 shall prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading;
(f) use its reasonable efforts to (i) cause all such Registrable
Securities to be listed on each securities exchange on which similar securities
issued by the Company are then listed and, if not so listed, to be listed on the
Nasdaq Stock Market's National Market and (ii) without limiting the generality
of the foregoing, to arrange for at least two market makers to register as such
with respect to such Registrable Securities with the NASD;
(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;
(i) make available for inspection by any seller of Registrable
Securities, 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 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; PROVIDED,
HOWEVER, that any information that is determined in good faith by the Company to
be of a confidential nature at the time of delivery of such information shall be
kept confidential by such persons, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities; (ii) disclosure of such information, in the
opinion of counsel to such person, is required by law; (iii) such information
becomes generally available to the public other than as a result of a disclosure
or failure to safeguard by such person; or (iv) such information becomes
available to such person from a source other than the Company and such source is
not known by such person to be bound by a confidentiality agreement with the
Company;
(j) otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve (12) months beginning
with the first day of the Company's first full calendar quarter after the
effective date of the registration statement, which earnings 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 ImmunoGen Common Stock included in such
5
6
registration statement for sale in any jurisdiction, the Company shall use its
reasonable best efforts promptly to obtain the withdrawal of such order;
(l) obtain a 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 as the holders of a majority of the Registrable
Securities being sold reasonably request (provided that such Registrable
Securities constitute at least fifty percent (50%) of the securities covered by
such registration statement);
(m) the Company may require each seller of the Registrable Securities
to furnish to the Company such information regarding the distribution of such
Registrable Securities as is required by law to be disclosed in the registration
statement and the Company may exclude from such registration the Registrable
Securities of any such holder who unreasonably fails to furnish such information
within a reasonable time after receiving such request;
The holders of any Registrable Securities covenant and agree that (i) they
will not sell any Registrable Securities under the registration statement until
they have received copies of the prospectus as then amended or supplemented as
contemplated in Section 4(b) and notice from the Company that such registration
statement and any post-effective amendments thereto have become effective and
(ii) the Purchaser and its officers, directors or Affiliates, if any, will
comply with the prospectus delivery requirements of the Securities Act as
applicable to them in connection with sales of Registrable Securities pursuant
to the registration statement.
Each holder of Registrable Securities agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 4(e) or 4(k), such
holder will forthwith discontinue disposition of such Registrable Securities
until such holder's receipt of the copies of the supplemented prospectus and/or
amended registration statement contemplated by Section 4(b), or until it is
advised in writing by the Company that the use of the applicable prospectus may
be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such prospectus or registration statement.
5. REGISTRATION EXPENSES.
(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, fees and disbursements
of custodians, the expense of any audit of quarterly or interim financial data
required to be included in the registration statement, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, and other persons retained by the Company (all such expenses being
herein called "Registration Expenses"), shall be borne as provided in this
Agreement, except that the Company shall, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the expense of any liability insurance and
the expenses and fees for listing
6
7
the securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed or on The Nasdaq Stock Market;
PROVIDED, HOWEVER, that the Company shall have no obligation to pay or otherwise
bear any portion of (i) the underwriter's commissions or discounts or transfer
taxes attributable to the Registrable Securities being offered and sold by the
holders of such Registrable Securities, or (ii) the fees and expenses of
counsel, accountants or other professionals or agents for the holders of
Registrable Securities in connection with the registration of Registrable
Securities, or (iii) the fees and expenses of any counsel or accounting firm
retained by the underwriters in connection with an underwritten offering of the
Registrable Securities and the costs of any determination (but not filing) by
the underwriters of the eligibility of the Registrable Securities for investment
under the applicable state securities law.
(b) To the extent Registration Expenses are not required to be paid by
the Company, each holder of securities included in any registration hereunder
shall pay those Registration Expenses allocable to the registration of such
holder's securities so included, and any Registration Expenses not so allocable
shall be borne pro rata by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.
6. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted by 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 and expenses caused by any
untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of 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 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 copies of the same. In connection with an
underwritten offering, the Company shall 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 shall furnish to
the Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors, officers, agents and employees and each person who controls the
Company (within the meaning of the Securities Act) and the directors, officers,
agents and employees of such controlling persons against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated
7
8
therein or necessary to make the statements therein not misleading, but only to
the extent that such untrue statement or omission is contained in any
information or affidavit so furnished by such holder; provided that the
obligation to indemnify shall be individual, not joint and several, for each
holder and shall be limited to the amount of proceeds received by such holder
from the sale of Registrable Securities pursuant to such registration statement.
(c) Any person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice
shall not impair any such person's right to indemnification hereunder to the
extent such failure has not prejudiced the indemnifying party) 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. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses for more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim or related claims.
(d) The indemnification provided for under this Agreement shall 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 shall survive the transfer of securities. The parties also
agree to make such provisions as are reasonably requested by any indemnified
party for contribution to such indemnified party in the event that
indemnification hereunder is unavailable for any reason.
7. 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 agreements approved by the person or persons entitled hereunder to
approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided that no
holder of Registrable Securities included in any underwritten registration shall
be required to undertake any indemnification obligations to the Company or the
underwriters with respect thereto, except as otherwise provided in paragraph 6
hereof.
8. DEFINITIONS.
(a) "REGISTRABLE SECURITIES" means (i) any common stock, par value
$.01 per share ("ImmunoGen Common Stock"), of the Company issued upon the
conversion of the Series E Preferred Convertible Preferred Stock, $.01 par value
per share ("Series E Preferred Stock"), of the Company acquired by BVF pursuant
to the Purchase Agreement (such ImmunoGen Common Stock being sometimes referred
to herein as the ("Initial Registrable Securities"), and (ii) any shares of
ImmunoGen Common Stock issued upon conversion of the new series of Preferred
Stock issuable pursuant to Section 5.D.2. of the Description and Designation of
Series E
8
9
Preferred Stock attached as Exhibit A to the Purchase Agreement (such ImmunoGen
Common Stock being sometimes referred to herein as the "Additional Registrable
Securities"), (iii) any ImmunoGen Common Stock issued or issuable with respect
to the securities referred to in Clauses (i) and (ii) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities when they have been distributed to the public pursuant to an offering
registered under the Securities Act or sold to the public through a broker or
dealer or to a market maker in compliance with Rule 144 under the Securities Act
(or any similar rule then in force) or repurchased by the Company or any
Subsidiary, or when they are eligible to be sold in compliance with Rule 144
under the Securities Act. For purposes of this Agreement, a person shall be
deemed to be a holder of Registrable Securities, and the Registrable Securities
shall be deemed to be in existence, whenever such person has the right to
acquire directly or indirectly such Registrable Securities (upon conversion or
exercise in connection with a transfer of securities or otherwise, but
disregarding any restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected, and such person
shall be entitled to exercise the rights of a holder of Registrable Securities
hereunder.
(b) Unless otherwise stated, other capitalized terms contained herein
have the meanings set forth in the Purchase Agreement.
9. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company shall 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.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company shall
not take any action, or permit any change to occur, with respect to its
securities which would adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.
(c) REMEDIES. Any person having rights under any provision of this
Agreement shall 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.
(d) 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.
9
10
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective 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
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities who is an
affiliate of BVF.
(f) INCORPORATION OF PURCHASE AGREEMENT PROVISIONS. The paragraphs
entitled "Severability," "Counterparts," "Headings and Captions," "Notices" and
"Governing Law" of the Purchase Agreement are hereby incorporated in this
Agreement by reference and made a part hereof, except that the provisions of
such paragraphs shall refer to this Agreement rather than the Purchase Agreement
and shall continue to apply hereto regardless of whether the Purchase Agreement
is no longer in effect.
(g) NON-TRANSFERABILITY. BVF's rights and obligations under this
Agreement shall not be transferable to an other party under any circumstances,
whether by operation of law or otherwise (other than to an entity into which BVF
has been merged or which has acquired substantially all of the assets of BVF);
provided that BVF shall have the right to transfer its rights and obligations
hereunder to its affiliates (as such term is defined in Rule 144 under the
Securities Act) in connection with a permitted transfer of Registrable
Securities to such affiliates, so long as such affiliates agree in writing to be
bound by the terms of this Agreement.
10
11
IN WITNESS WHEREOF, the parties have executed this Registration Agreement
as of the date first written above.
BIOTECHNOLOGY VENTURE
PARTNERS, L.P.
By: BVF Partners L.P., its general partner
By BVF, Inc. its general partner
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx, President
BIOTECHNOLOGY VALUE FUND, L.P.
By: BVF Partners L.P., its general partner
By BVF, Inc. its general partner
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx, President
BIOTECHNOLOGY VALUE FUND, LTD.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx, Director
11
12
INVESTMENT 10 L.L.C.
By: Grosvenor Multi-Strategy Fund, L.P.,
its Member
By: Grosvenor Capital Management, L.P.,
its general partner
By: Grosvenor Capital Management, Inc.,
its general partner
/s/ Xxxx Xxxxxxx
-----------------------------------------
Xxxx Xxxxxxx, Vice President
12
13
IMMUNOGEN, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Xxxxxxx Xxxxxx
Its: Chief Executive Officer
13
