EXHIBIT 4.12
AMENDMENT NO.4
TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 4, dated as of August 1999 by and among Adolor Corporation, a
Delaware corporation (the "Company"), certain holders of the Company's
outstanding securities (collectively, the "Existing Investors") and S. R. One,
Limited (the "Purchaser").
WHEREAS, the Company and the Existing Investors are parties to that
Registration Rights Agreement (the "Registration Rights Agreement") by and among
the Company and the parties named therein dated as of the 7th day of November
1994, as amended by Amendment No. 1 to Registration Rights Agreement dated as of
February 27, 1996, Amendment No. 2 to Registration Rights Agreement dated as of
May 1, 1997 and Amendment No. 3 to Registration Rights Agreement dated as of
December 8, 1998; and
WHEREAS, the Purchaser is purchasing from the Company and the Company is
issuing and selling to the Purchaser 2,500,000 shares (the "Series F Shares") of
Series F Convertible Preferred Stock, par value $.01, ("Series F Stock") of the
Company at the aggregate purchase price of $2,500,000 pursuant to the Series F
Convertible Preferred Stock Purchase Agreement dated the date hereof between the
Company and Purchaser (the "Purchase Agreement:); and
WHEREAS, it is a condition to the sale of the Series F Shares that the
Registration Rights Agreement be amended to grant the Purchaser certain rights
thereunder, and the parties hereto desire to amend the Registration Rights
Agreement as set forth below
NOW, THEREFORE in consideration of the foregoing and the promises and
covenants contained herein, the parties hereby agree as follows:
1. That Section 1 of the Registration Rights Agreement, as amended to date, be
and hereby is further amended to delete the definition of "Preferred
Shares" therein and replace it with the following:
"Preferred Shares" shall mean shares of the Company's Series A
Convertible Preferred Stock, par value $01 per share, Series B
Convertible Preferred Stock, par value $01 per share, Series C
Convertible Preferred Stock, par value $01 per share, Series E
Convertible Preferred Stock, par value $01 per share and Series F
Convertible Preferred Stock, par value $01 per share.
2. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Registration Rights Agreement.
3. In all other respects, the Registration Rights Agreement is hereby
ratified, confirmed and approved, and all terms thereof shall remain in
full force and effect.
4. This Amendment No. 4 may be executed in counterparts, each of which shall
constitute an original, but all of which, when taken together, shall
constitute but one agreement.
[Signature Pages Follow Immediately]
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