EXHIBIT 4.13
AMENDMENT NO. 5
TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 5, dated as of January 10, 2000 by and among Adolor
Corporation, a Delaware corporation (the "Company"), certain holders of the
Company's outstanding securities (collectively, the "Existing Investors") and
those purchasers listed in Schedule Ito the Series G Convertible Preferred Stock
Purchase Agreement (the "Purchase Agreement") dated the date hereof
(collectively, including such purchasers who participate in any Additional
Closing (as defined in the Purchase Agreement) and who execute a counterpart to
this Agreement, the "Purchasers").
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 the Registration Rights Agreement dated
as of February 27, 1996, Amendment No. 2 to the Registration Rights Agreement
dated as of May 1, 1997, Amendment No. 3 to the Registration Rights Agreement
dated as of December 8, 1998, and Amendment No. 4 to the Registration Rights
Agreement dated as of July 22, 1999; and
WHEREAS, the Purchasers are purchasing from the Company and the Company is
issuing and selling to the Purchasers up to 12,306,000 shares (the "Series G
Shares") of Series G Convertible Preferred Stock, par value $.01, ("Series G
Stock") of the Company at the aggregate purchase price of up to $12,306,000
pursuant to the Purchase Agreement, and
WHEREAS, it is a condition to the sale of the Series G Shares that the
Registration Rights Agreement be amended to grant the Purchasers 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, Series F
Convertible Preferred Stock, par value $.01 per share, and Series G
Convertible Preferred Stock, par value $.01 per share.
2. That any Purchasers who have not previously been made parties to the
Registration Rights Agreement, as amended, shall become parties to the
Registration Rights Agreement, as amended; and that any Existing Investors
who have not previously been
made parties to the Registration Rights Agreement, as amended, shall become
parties to the Registration Rights Agreement, as amended.
3. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Registration Rights Agreement.
4. 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.
5. This Amendment No. 5 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]
