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EXHIBIT 10.45
AMENDMENT NO. 1
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment") is made as of June 17, 1999
and to that certain Registration Rights Agreement (the "Registration Rights
Agreement") dated as of December 10, 1998 among Geron Corporation, a Delaware
corporation and the other parties set forth on Schedule I thereto.
WHEREAS the parties hereto are parties to the Registration Rights
Agreement and desire to amend the terms of the Registration Rights Agreement as
provided herein.
NOW THEREFORE, the parties hereto, in consideration of the mutual
agreements herein contained and the promises herein expressed, and for other
good consideration acknowledged by each of them to be satisfactory and adequate,
do hereby agree as follows:
1. Capitalized Terms. Capitalized terms used herein but not defined
herein have the meanings given to them in the Registration Rights Agreement.
2. Amendment to the Registration Rights Agreement. Pursuant to
Section 7(e), the parties hereto agree to the following amendment:
(a) As of the date hereof, Schedule I to the Registration Rights
Agreement is hereby updated in its entirety with Schedule I
attached hereto.
3. Entire Agreement. This Amendment, together with the Registration
Rights Agreement, contains the entire agreement of the parties with respect to
the subject matter hereof and no representations, inducements, promises or
agreements, oral or otherwise, between the parties not embodies herein shall be
of any force or effect.
4. Governing Law. The corporate laws of the State of Delaware shall
govern all issues concerning the relative rights of the Company and the
Purchasers as its stockholders. All other questions concerning the construction,
validity, enforcement and interpretation of this Amendment shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of law. Each party hereby irrevocably submits
to the nonexclusive jurisdiction of the state and federal courts sitting in the
City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consent to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Amendment and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
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5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Amendment as of the day first above written.
GERON CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President of Corporate
Development and Chief Financial
Officer
XXXXX XXXXXXX STRATEGIC
GROWTH FUND, LTD.
By: /s/ Xxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxx Xxxx
Title: Principal
Residence: Grand Cayman, Cayman Islands
XXXXX XXXXXXX STRATEGIC
GROWTH FUND, L.P.
By: /s/ Xxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxx Xxxx
Title: Principal
Residence: New York, New York
LB I GROUP INC.
By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President
Residence: New York, New York
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RGC INTERNATIONAL INVESTORS, LDC
By: Xxxx Xxxx Capital Management, L.P.,
Investment Manager
By: RGC General Partner Corp.,
as General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Residence: Grand Cayman, Cayman Islands
AGREED TO AND ACKKNOWLEDGED THIS
17th DAY OF JUNE, 1999:
XXXXX XXXXXXX-XXX INVESTMENTS LLC
By: /s/ Xxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxx Xxxxx
Title:
Residence: New York, New York
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SCHEDULE I
Company
GERON CORPORATION
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
Purchasers:
XXXXX XXXXXXX STRATEGIC GROWTH FUND, L.P.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx
Fax: (000) 000-0000
Debentures
Warrants
XXXXX XXXXXXX STRATEGIC GROWTH FUND, LTD.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx
Fax: (000) 000-0000
Debentures
Warrants
XXXXX XXXXXXX-XXX INVESTMENTS LLC
0 Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxx
Fax: (000) 000-0000
Debentures
Warrants
LB I GROUP INC.
c/x Xxxxxx Brothers, Inc.
3 World Financial Center
New York, New York 10285
Attn: Xxxxx Jenirs
Fax: (000) 000-0000
Debentures
Warrants
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RGC INTERNATIONAL INVESTORS, LDC
c/o Xxxx Xxxx Capital Management, L.P.
0 Xxxx Xxxxx Xxxx, Xxxxx 000
000 Xxxxx Xxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx
Fax: (000) 000-0000
Debentures
Warrants
