EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of the
9th day of August, 2002, by and between (i) Corixa Corporation, a Delaware
corporation (the "Company"), (ii) each person listed on Exhibit A attached
hereto (collectively, the "Initial Investors" and each individually, an "Initial
Investor"), and (iii) each person or entity that subsequently becomes a party to
this Agreement pursuant to, and in accordance with, the provisions of Section 11
hereof (collectively, the "Investor Permitted Transferees" and each individually
an "Investor Permitted Transferee").
WHEREAS, the Company has agreed to issue and sell to the Initial
Investors, and the Initial Investors have agreed to purchase from the Company,
7,322,562 shares (the "Purchased Shares") of the Company's common stock, $0.001
par value per share (the "Common Stock") and warrants to purchase 0.17 shares of
Common Stock for every Purchased Share purchased (the "Warrants"), all upon the
terms and conditions set forth in that certain Securities Purchase Agreement,
dated of even date herewith, between the Company and the Initial Investors (the
"Purchase Agreement"); and
WHEREAS, the terms of the Purchase Agreement provide that it shall be a
condition precedent to the closing of the transactions thereunder for the
Company and the Initial Investors to execute and deliver this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall
have the following respective meanings:
"Board" shall mean the board of directors of the Company.
"Closing" shall have the meaning ascribed to such term in the Purchase
Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and all of the rules and regulations promulgated thereunder.
"Investors" shall mean, collectively, the Initial Investors and the
Investor Permitted Transferees; provided, however, that the term "Investors"
shall not include any of the Initial Investors or any of the Investor Permitted
Transferees that ceases to own or hold all of its Securities.
"Majority Holders" shall mean, at the relevant time of reference
thereto, those Investors holding and/or having the right to acquire, as the case
may be, more than two-thirds of the Registrable Shares then held by all of the
Investors.
"Registrable Shares" shall mean the Purchased Shares and the Underlying
Shares prior to the Mandatory Registration Termination Date (as defined below).
"Rule 144" shall mean Rule 144 promulgated under the Securities Act and
any successor or substitute rule, law or provision.
"SEC" shall mean the Securities and Exchange Commission.
"Securities" shall mean the Purchased Shares, the Underlying Shares and
the Warrants.
"Securities Act" shall mean the Securities Act of 1933, as amended, and
all of the rules and regulations promulgated thereunder.
"Underlying Shares" shall mean the shares of Common Stock issuable upon
exercise of the Warrants.
2. EFFECTIVENESS. This Agreement shall become effective and legally
binding only if the Closing occurs.
3. MANDATORY REGISTRATION.
(a) No later than 10 business days after the Closing, the Company
will prepare and file with the SEC a registration statement on Form S-3 for the
purpose of registering under the Securities Act all of the Registrable Shares
for resale by, and for the account of, the Investors as selling stockholders
thereunder (the "Registration Statement"). The Registration Statement shall
permit the Investors to offer and sell, on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, any or all of the Registrable
Shares. In the event that the Registration Statement is reviewed by the staff of
the SEC, then prior to the effectiveness of the Registration Statement, the
Company shall respond in writing to any comment letter issued by the SEC
relating to the Registration Statement within 5 business days after receipt of
such SEC comment letter. The Company agrees to use reasonable efforts to cause
the Registration Statement to become effective as soon as practicable, but in no
event later than 90 days after the Registration Statement is filed by the
Company.
(b) The Company shall be required to keep the Registration
Statement effective until the earliest of (i) the date on which all of the
Investors may sell all of the Registrable Shares without restriction pursuant to
Rule 144(k) (or the successor rule thereto) promulgated under the Securities
Act, (ii) the date when all of the Registrable Shares registered thereunder
shall have been sold and (iii) the second anniversary of the Closing, subject to
extension as set forth below (such date is referred to herein as the "Mandatory
Registration Termination Date"). Thereafter, the Company shall be entitled to
withdraw the Registration Statement and the Investors shall have no further
right to offer or sell any of the Registrable Shares pursuant to the
Registration Statement (or any prospectus relating thereto). In the event the
right of the selling Investors to use the Registration Statement (and the
prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c)
or 9 hereof, the Company shall be required to extend the Mandatory Registration
Termination Date beyond the second anniversary of the Closing by the same number
of days as such delay or Suspension (as defined in Section 9 hereof) is in
effect.
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(c) The offer and sale of the Registrable Shares pursuant to the
Registration Statement shall not be underwritten.
(d) In the event that the Company does not within the time limits
set forth in 3(a) above, (i) file the Registration Statement, (ii) deliver its
response letter to the SEC or (iii) obtain the effectiveness of the Registration
Statement, then the Company shall pay to each Investor 1.0% of such Investor's
aggregate purchase price per month (on a pro-rated basis) for the period
commencing on the required filing date, response date or effective date, as
applicable, and ending on the date the Registration Statement is filed, the
response letter is delivered to the SEC or the Registration Statement is
declared effective, as applicable.
4. OBLIGATIONS OF THE COMPANY. In connection with the Company's
obligation under Section 3 hereof to file the Registration Statement with the
SEC and to use its reasonable efforts to cause the Registration Statement to
become effective as soon as practicable, the Company shall, as expeditiously as
reasonably possible:
(a) Prepare and file with the SEC such amendments and supplements
to the Registration Statement and the prospectus used in connection therewith as
may be necessary to keep the Registration Statement effective until the
Mandatory Registration Termination Date, including without limitation such
amendments and supplements as may be necessary to include any Investor Permitted
Transferees in the Registration Statement and related prospectus;
(b) Furnish to the selling Investors such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents (including, without
limitation, prospectus amendments and supplements as are prepared by the Company
in accordance with Section 4(a) above) as the selling Investors may reasonably
request in order to facilitate the disposition of such selling Investors'
Registrable Shares;
(c) Notify the selling Investors, at any time when a prospectus
relating to the Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in or relating to the Registration Statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading; and, thereafter, the Company will, subject to
Section 9, promptly prepare (and, when completed, furnish an adequate number of
copies to each selling Investor) a supplement or amendment to such prospectus so
that, as furnished to the purchasers of such Registrable Shares, such prospectus
will not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading; provided that upon
such notification by the Company, the selling Investors will not offer or sell
Registrable Shares until the Company has notified the selling Investors that it
has prepared a supplement or amendment to such prospectus and delivered copies
of such supplement or amendment to the selling Investors (it being understood
and agreed by the Company that the foregoing proviso shall in no way diminish or
otherwise impair the Company's obligation, subject to Section 9, to promptly
prepare a prospectus amendment or supplement as above provided in this Section
4(c) and deliver copies of same as above provided in Section 4(b) hereof); and
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(d) Use reasonable efforts to register and qualify the
Registrable Shares covered by the Registration Statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
appropriate in the opinion of the Company, provided that the Company shall not
be required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions, and provided further that (notwithstanding anything in this
Agreement to the contrary with respect to the bearing of expenses) if any
jurisdiction in which any of such Registrable Shares shall be qualified shall
require that expenses incurred in connection with the qualification therein of
any such Registrable Shares be borne by the selling Investors, then the selling
Investors shall, to the extent required by such jurisdiction, pay their pro rata
share of such qualification expenses.
(e) Subject to the terms and conditions of this Agreement, the
Company shall use reasonable efforts to (i) prevent the issuance of any stop
order or other suspension of effectiveness of a Registration Statement, or the
suspension of the qualification of any of the Registrable Shares for sale in any
jurisdiction in the United States, (ii) if such an order or suspension is
issued, obtain the withdrawal of such order or suspension at the earliest
practicable moment and notify each holder of Registrable Shares of the issuance
of such order and the resolution thereof or its receipt of notice of the
initiation or threat of any proceeding such purpose.
(f) The Company shall (i) timely notify the Nasdaq National
Market of the issuance of the Securities and (ii) engage a transfer agent and
registrar to maintain the Company's stock ledger for all Registrable Shares
covered by the Registration Statement not later than the effective date of the
Registration Statement.
5. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
each selling Investor shall complete the Registration Statement Questionnaire
attached hereto as Appendix I, and shall furnish to the Company such other
information regarding it and the securities held by it as the Company shall
reasonably request and as shall be required in order to effect any registration
by the Company pursuant to this Agreement.
6. EXPENSES OF REGISTRATION. All expenses incurred in connection with
the registration of the Registrable Shares pursuant to this Agreement (excluding
underwriting, brokerage and other selling commissions and discounts), including
without limitation all registration and qualification and filing fees, printing,
and fees and disbursements of counsel for the Company, shall be borne by the
Company.
7. INDEMNIFICATION.
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each selling Investor, each officer and director of such
selling Investor, and each person, if any, who controls such selling Investor,
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which they may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue or alleged
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untrue statement of any material fact contained in the Registration Statement,
in any preliminary prospectus or final prospectus relating thereto or in any
amendments or supplements to the Registration Statement or any such preliminary
prospectus or final prospectus, 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 not misleading, or arise
out of or are based upon any failure by the Company to fulfill any undertaking
included in the Registration Statement; and will reimburse such selling Investor
or any such officer, director or controlling person, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 7(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, damage, liability or action to the extent that it arises
out of or is based upon (i) an untrue statement or alleged untrue statement or
omission made in connection with the Registration Statement, any preliminary
prospectus or final prospectus relating thereto or any amendments or supplements
to the Registration Statement or any such preliminary prospectus or final
prospectus, in reliance upon and in conformity with written information
furnished expressly for use in connection with the Registration Statement or any
such preliminary prospectus or final prospectus by such selling Investors, or
(ii) an untrue statement or alleged untrue statement or omission in the
Registration Statement or any prospectus that is corrected in any subsequent
amendment or supplement to the Registration Statement or prospectus that was
delivered to the selling Investor before the pertinent sale or sales by the
selling Investor.
(b) To the extent permitted by law, each selling Investor will
severally and not jointly indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the Registration Statement, each
person, if any, who controls the Company within the meaning of the Securities
Act, and all other selling Investors against any losses, claims, damages or
liabilities to which the Company or any such director, officer, controlling
person or such other selling Investor may become subject to, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in the
Registration Statement or any preliminary prospectus or final prospectus,
relating thereto or in any amendments or supplements to the Registration
Statement or any such preliminary prospectus or final prospectus, 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 not misleading, in each case to the extent and only to the extent that
such untrue statement or alleged untrue statement or omission (i) was made in
the Registration Statement, in any preliminary prospectus or final prospectus
relating thereto or in any amendments or supplements to the Registration
Statement or any such preliminary prospectus or final prospectus, in reliance
upon and in conformity with written information furnished by such selling
Investor expressly for use in connection with the Registration Statement, or any
preliminary prospectus or final prospectus, or (ii) was corrected in any
subsequent amendment or supplement to the Registration Statement or prospectus
that was delivered to the selling Investor before the pertinent sale or sales by
the selling Investor and such corrected amendment or supplement to the
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Registration Statement or prospectus was not delivered to the purchaser; and
such selling Investor will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, controlling person or
other selling Investor in connection with investigating or defending any such
loss, claim, damage, liability or action, provided, however, that the liability
of each selling Investor hereunder shall be limited to the proceeds received by
such selling Investor from the sale of Registrable Shares covered by the
Registration Statement, and provided further, that the indemnity agreement
contained in this Section 7(b) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of those selling Investor(s) against which the request for
indemnity is being made (which consent shall not be unreasonably withheld).
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in and, to the extent the indemnifying party desires, jointly with
any other indemnifying party similarly noticed, to assume at its expense the
defense thereof with counsel mutually satisfactory to the indemnifying parties.
In the event that the indemnifying party assumes any such defense, the
indemnified party may participate in such defense with its own counsel and at
its own expense, provided, however, that the counsel for the indemnifying party
shall act as lead counsel in all matters pertaining to such defense or
settlement of such claim and the indemnifying party shall only pay for such
indemnified party's expenses for the period prior to the date of its
participation on such defense. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to his ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 7, but the omission so to notify the
indemnifying party will not relieve him of any liability which he may have to
any indemnified party otherwise other than under this Section 7.
(d) Notwithstanding anything to the contrary herein, the
indemnifying party shall not be entitled to settle any claim, suit or proceeding
arising out of or based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement or any preliminary
prospectus or final prospectus, relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, or arising out of or 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 not misleading, unless in connection
with such settlement, the indemnified party receives an unconditional release
with respect to the subject matter of such claim, suit or proceeding and such
settlement does not contain any admission of fault by the indemnified party.
(e) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the
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one hand and the Investors on the other in connection with the statements or
omissions or other matters which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, in the case of an untrue statement, whether the untrue
statement relates to information supplied by the Company on the one hand or an
Investor on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement. The
Company and the Investors agree that it would not be just and equitable if
contribution pursuant to this subsection (e) were determined by pro rata
allocation (even if the Investors were treated as one entity for such purpose)
or by any other method of allocation which does not take into account the
equitable considerations referred to above in this subsection (e). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (e) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (e),
no Investor shall be required to contribute any amount in excess of the amount
by which the gross amount received by the Investor from the sale of the
Registrable Shares to which such loss relates exceeds the amount of any damages
which such Investor has otherwise been required to pay by reason of such untrue
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. The
Investors' obligations in this subsection to contribute are several in
proportion to their sales of Registrable Shares to which such loss relates and
not joint.
(f) The parties to this Agreement hereby acknowledge that they
are sophisticated business persons who were represented by counsel during the
negotiations regarding the provisions hereof including, without limitation, the
provisions of this Section 7, and are fully informed regarding said provisions.
They further acknowledge that the provisions of this Section 7 fairly allocate
the risks in light of the ability of the parties to investigate the Company and
its business in order to assure that adequate disclosure is made in the
Registration Statement as required by the Securities Act and the Exchange Act.
8. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to
the Investors the benefits of Rule 144 and any other rule or regulation of the
SEC that may at any time permit the Investors to sell the Registrable Shares to
the public without registration, the Company covenants and agrees: (i) to make
and keep public information available, as those terms are understood and defined
in the General Instructions to Form S-3, or any successor or substitute form,
and in Rule 144, (ii) to file with the SEC in a timely manner all reports and
other documents required to be filed by an issuer of securities registered under
the Securities Act or the Exchange Act, (iii) as long as any Investor owns any
Securities, to furnish in writing upon such Investor's request a written
statement by the Company that it has complied with the reporting requirements of
Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such
Investor a copy of the most recent annual or quarterly report of the Company,
and such other reports and documents so filed by the Company as may be
reasonably requested in availing such Investor of any rule or regulation of the
SEC permitting the selling of any such Registrable
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Shares without registration and (iv) undertake any additional actions
commercially reasonable and necessary to maintain the availability of the
Registration Statement or the use of Rule 144.
9. DEFERRAL AND LOCK-UP.
(a) Notwithstanding anything in this Agreement to the contrary,
in the event: (i) of any request by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to a Registration Statement or related
prospectus or for additional information; (ii) of the issuance by the SEC or any
other federal or state governmental authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose; (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Shares for sale in any jurisdiction or the initiation
of any proceeding for such purpose; or (iv) of any event or circumstance which
necessitates the making of any changes in the Registration Statement or related
prospectus, or any document incorporated or deemed to be incorporated therein by
reference, so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the prospectus, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (a "Disclosure Event"); then the Company shall deliver a certificate
in writing to each Investor (the "Suspension Notice") to the effect of the
foregoing and, upon receipt of such Suspension Notice, the Investor will (i)
keep the fact of such certificate and its contents confidential, and (ii)
refrain from selling any Registrable Shares pursuant to the Registration
Statement (a "Suspension") until the Investor's receipt of copies of a
supplemented or amended prospectus prepared and filed by the Company, or until
it is advised in writing by the Company that the current prospectus may be used,
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in any such prospectus.
(b) In the event of any Suspension, the Company will use its best
efforts to cause the use of the prospectus so suspended to be resumed as soon as
reasonably practicable after delivery of a Suspension Notice to the Investors;
provided, however, that if Company shall state in the Suspension Notice that the
Board of Directors of the Company has determined in good faith that premature
disclosure of a Disclosure Event (i) would be materially adverse to any proposed
material transaction that is the subject of the Disclosure Event or (ii) would
make the successful consummation by the Company of such material transaction
significantly less likely, then the Company shall have the right to extend the
Suspension for up to the maximum period provided in Section 9(c) below.
(c) Notwithstanding the remainder of this Section 9, the
Investors shall not be prohibited from selling Registrable Shares under the
Registration Statement as a result of Suspensions on more than two occasions,
for not more than an aggregate of 60 days, in any twelve month period, unless,
in the good faith judgment of the Company's Board of Directors, upon advice of
counsel, the sale of Registrable Shares under the Registration Statement in
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reliance on this paragraph would be reasonably likely to cause a violation of
the Securities Act or the Exchange Act and result in potential liability to the
Company. Provided that a Suspension is not then in effect, the Investors may
sell Registrable Shares under the Registration Statement, provided that they
arranges for delivery of a current prospectus to the transferee of such
Registrable Shares.
10. TRANSFER RESTRICTIONS.
(a) Each Investor agrees that it will not sell, offer to sell,
solicit offers to buy, dispose of, loan, pledge or grant any right with respect
to (collectively, a "Disposition"), the Securities, nor will such Investor
engage in any hedging or other transaction which is designed to or could be
reasonably expected to lead to or result in a Disposition of Securities by such
Investor or any other person or entity unless (a) the Securities are registered
under the Securities Act, or (b) such Investor shall have delivered to the
Company an opinion of counsel in form, substance and scope reasonably acceptable
to the Company, to the effect that registration is not required under the
Securities Act or any applicable state securities law due to the applicability
of an exemption therefrom. Such prohibited hedging or other transactions would
include, without limitation, effecting any short sale or having in effect any
short position (whether or not such sale or position is against the box and
regardless of when such position was entered into) or any purchase, sale or
grant of any right (including, without limitation, any put or call option) with
respect to the Securities or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or derives any
significant part of its value from the Common Stock of the Company.
(b) Such Investor acknowledges and agrees that the Warrants are
not transferable without the prior written consent of the Company, except under
the limited circumstances provided in the Warrants.
(c) Such Investor acknowledges and agrees that no sales of the
Registrable Shares may be made under the Registration Statement and that the
Registrable Shares are not transferable on the books of the Company unless the
certificate submitted to the transfer agent evidencing the Registrable Shares is
accompanied by a separate Transfer Notice for Sales Pursuant to Registration
Statement: (i) in the form of Appendix II hereto; (ii) executed by an officer
of, or other authorized person designated by, the Investor; and (iii) to the
effect that (A) the Registrable Shares have been sold in accordance with the
Registration Statement, the Securities Act and any applicable state securities
or blue sky laws, and (B) the requirement of delivering a current prospectus has
been satisfied.
(d) Each Investor understands and agrees that no action has been
or will be taken in any jurisdiction outside the United States by the Company or
the Placement Agent that would permit an offering of the Registrable Shares, or
possession or distribution of offering materials in connection with the issue of
Registrable Shares, in any jurisdiction outside of the United States where
action for that purpose is required. Each Investor outside the United States
will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Registrable Shares
or has in its possession or distributes any offering material, in all cases at
its own expense.
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11. TRANSFER OF REGISTRATION RIGHTS. None of the rights of any Investor
under this Agreement shall be transferred or assigned to any person unless (i)
such person is a Qualifying Holder (as defined below), and (ii) such person
agrees to become a party to, and bound by, all of the terms and conditions of,
this Agreement by duly executing and delivering to the Company an Instrument of
Adherence in the form attached as Exhibit B hereto. For purposes of this Section
11, the term "Qualifying Holder" shall mean, with respect to any Investor, (i)
any partner or member thereof, (ii) any corporation, partnership or limited
liability company controlling, controlled by, or under common control with, such
Investor or any partner or member thereof, or (iii) any other direct transferee
from such Investor of at least 50% of those Registrable Shares held by such
Investor or issuable upon exercise of Warrants held by such Investor. None of
the rights of any Investor under this Agreement shall be transferred or assigned
to any person (including, without limitation, a Qualifying Holder) that acquires
Registrable Shares in the event that, and to the extent that, such person is
eligible to resell such Registrable Shares pursuant to Rule 144(k) of the
Securities Act.
12. INFORMATION AVAILABLE. So long as the Registration Statement is
effective covering the resale of Registrable Shares owned by the Investors, the
Company will make available to the Investors (including via XXXXX):
(a) as soon as practicable after it is available, one copy of (i)
its Annual Report to Stockholders (which Annual Report shall contain financial
statements audited in accordance with generally accepted accounting principles
by a national firm of certified public accountants) and (ii) if not included in
the Annual Report to Stockholders, its Annual Report on Form 10-K (the
foregoing, in each case, excluding exhibits); and
(b) upon the reasonable request of the Investor, all exhibits
excluded by the parenthetical to subparagraph (a)(ii) of this Section 12 as
filed with the SEC and all other information that is made available to
stockholders.
(c) upon the reasonable request of the Investor, an adequate
number of copies of the prospectuses to supply to any other party requiring such
prospectuses.
13. ENTIRE AGREEMENT. This Agreement and the Purchase Agreement
constitute and contain the entire agreement and understanding of the parties
with respect to the subject matter hereof, and also supersede any and all prior
negotiations, correspondence, agreements or understandings with respect to the
subject matter hereof.
14. MISCELLANEOUS.
(a) No modification, alteration, waiver or change in any of the
terms of this Agreement shall be valid or binding upon the parties hereto unless
made in writing and duly executed by the Company and the Majority Holders.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the state of Delaware and without regard to any
conflicts of laws concepts which would apply the substantive law of some other
jurisdiction, and shall be binding upon and inure
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to the benefit of the parties hereto and their respective heirs, personal
representatives, successors or assigns, provided that the terms and conditions
of Section 11 hereof are satisfied. This Agreement shall also be binding upon
and inure to the benefit of any transferee of any of the Securities, provided
that the terms and conditions of Section 11 hereof are satisfied.
Notwithstanding anything in this Agreement to the contrary, if at any time any
Investor shall cease to own all of its Securities, all of such Investor's rights
under this Agreement shall immediately terminate.
(c) Any notice required or permitted by this Agreement shall be
in writing and shall be sufficient upon receipt, when delivered personally or by
courier, overnight delivery service or confirmed facsimile, or forty-eight hours
after being deposited in the regular mail as certified or registered mail
(airmail if sent internationally) with postage prepaid, if such notice is
addressed to the party to be notified at such party's address or facsimile
number as set forth below (if to the Company) or as set forth in Exhibit A (if
to an Investor), or as subsequently modified by written notice:
If to the Company: Corixa Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxxx Xxxxxx
With a copy to: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP
000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxx
Xxxx X. Xxxxx
(d) The parties acknowledge and agree that in the event of any
breach of this Agreement, remedies at law may be inadequate, and each of the
parties hereto shall be entitled to seek specific performance of the obligations
of the other parties hereto and such appropriate injunctive relief as may be
granted by a court of competent jurisdiction.
(e) This Agreement may be executed in a number of counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument.
11
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.
THE COMPANY:
CORIXA CORPORATION
By: /s/ XXXXXX XXXXXX, PH.D.
------------------------------------
Name: Xxxxxx Xxxxxx, Ph.D.
-------------------------------
Title: Chairman, CEO
------------------------------
Address: 0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
INVESTORS:
INTERWEST PARTNERS VIII, LP
By: InterWest Management Partners VIII,
LLC, its general partner
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
-------------------------------
Title: Managing Director
------------------------------
Address: 0000 Xxxx Xxxx Xxxx
--------------------------
Xxxxx Xxxx, XX 00000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 650-854-4706
--------------------------
12
INTERWEST INVESTORS Q VIII, LP
By: InterWest Management Partners VIII,
LLC, its general partner
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
-------------------------------
Title: Managing Director
------------------------------
Address: 0000 Xxxx Xxxx Xxxx
Xxxxxx Xxxxx
--------------------------
Xxxxx Xxxx, XX 00000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 650-854-4706
--------------------------
INTERWEST PARTNERS VIII, LP
By: InterWest Management Partners VIII,
LLC, its general partner
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
-------------------------------
Title: Managing Director
------------------------------
Address: 0000 Xxxx Xxxx Xxxx
Xxxxxx Xxxxx
--------------------------
Xxxxx Xxxx, XX 00000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 650-854-4706
--------------------------
13
BAVP, L.P.
By: BA Venture Partners VI, LLC, its
general partner
By: /s/ XXXXX X. XXXX
------------------------------------
Name: Xxxxx X. Xxxx
------------------------------
Title: Managing Member
Address: 000 Xxxxx Xxxx Xxxxx 000
--------------------------
Xxxxxx Xxxx, XX 00000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
XXXXXXX HEALTHCARE IV, L.P.
By: FHM IV, LP, its general partner by
FHM IV, LLC, its general partner
By: /s/ XXXXXX EVERY
------------------------------------
Name: Xxxxxx Every
------------------------------
Title: Authorized Representative
-----------------------------
Address: 000 Xxxxx Xx. Xxxxx 0000
--------------------------
Xxxxxxx, XX 00000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
XXXXXXX AFFILIATES IV, L.P.
By: FHM IV, LP, its general partner
By FHM IV, LLC, its general partner
By: /s/ XXXXXX EVERY
------------------------------------
Name: Xxxxxx Every
------------------------------
Title: Authorized Representative
-----------------------------
Address: 000 Xxxxx Xx. Xxxxx 0000
--------------------------
Xxxxxxx, XX 00000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
14
KBL HEALTHCARE, L.P.
By: KBL Healthcare, LLC, its general
partner
By: /s/ XXXXXXX XXXXXX, M.D.
------------------------------------
Name: Xxxxxxx Xxxxxx, M.D.
------------------------------
Title: Managing Director, G.P.
-----------------------------
Address: 000 Xxxxxxx Xxx.
--------------------------
XX, XX 00000
--------------------------
Telephone: 000-000-0000 Ext. 16
--------------------------
Facsimile: 212-319-5591
--------------------------
KBL PARTNERSHIP, L.P.
By: KBL Healthcare, LLC, its general
partner
By: /s/ XXXXXXX XXXXXX, M.D.
------------------------------------
Name: Xxxxxxx Xxxxxx, M.D.
------------------------------
Title: Managing Director, G.P.
-----------------------------
Address: 000 Xxxxxxx Xxx.
--------------------------
XX, XX 00000
--------------------------
Telephone: 000-000-0000 Ext. 16
--------------------------
Facsimile: 212-319-5591
--------------------------
OXFORD BIOSCIENCE PARTNERS IV L.P.
By: OBP Management IV L.P.
By: /s/ XXXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: General Partner
Address: 000 Xxxxxxx Xx, Xxxxx 0000
---------------------------
Xxxxxx, XX 00000
---------------------------
Telephone: 000-000-0000
---------------------------
Facsimile: 000-000-0000
---------------------------
15
MRNA FUND II L.P.
By: OBP Management IV L.P.
By: /s/ XXXXXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: General Partner
Address: 000 Xxxxxxxx Xx., Xxxxx 0000
-------------------------------
Xxxxxx, XX 00000
-------------------------------
Telephone: 000-000-0000
-------------------------------
Facsimile: 000-000-0000
-------------------------------
XXXXXX XXXX VENTURES,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ XXXXX XXXX
--------------------------------------
Name: Xxxxx Xxxx
-------------------------------
Title: Managing Director of the
General Partner
Address: 755 Page Mill Road, Suite A-200
-------------------------------
Xxxx Xxxx, XX 00000-0000
-------------------------------
Telephone: 000-000-0000
-------------------------------
Facsimile: 000-000-0000
-------------------------------
16
XXXXXX HILL ENTREPRENEURS FUND (AI),
L.P., A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ XXXXX XXXX
--------------------------------------
Name: Xxxxx Xxxx
-------------------------------
Title: Managing Director of the
General Partner
Address: 755 Page Mill Road, Suite A-200
-------------------------------
Xxxx Xxxx, XX 00000-0000
-------------------------------
Telephone: 000-000-0000
-------------------------------
Facsimile: 000-000-0000
-------------------------------
XXXXXX XXXX ENTREPRENEURS FUND (QP), L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ XXXXX XXXX
--------------------------------------
Name: Xxxxx Xxxx
-------------------------------
Title: Managing Director of the
General Partner
Address: 755 Page Mill Road, Suite A-200
-------------------------------
Xxxx Xxxx, XX 00000-0000
-------------------------------
Telephone: 000-000-0000
-------------------------------
Facsimile: 000-000-0000
-------------------------------
G. XXXXXXX XXXXX, XX.
/s/ XXXXX X. XXXXX
------------------------------------------
By Xxxxx X. Xxxxx
Under Power of Attorney
------------------------------------------
G. Xxxxxxx Xxxxx, Xx.
Address: 755 Page Mill Road, Suite A-200
-------------------------------
Xxxx Xxxx, XX 00000-0000
-------------------------------
Telephone: 000-000-0000
-------------------------------
Facsimile: 000-000-0000
-------------------------------
17
XXXXXXXX HOLDINGS, L.P.
By: /s/ XXXXX X. XXXXX
------------------------------------
By Xxxxx X. Xxxxx
Under Power of Attorney
------------------------------------
Name: G. Xxxxxxx Xxxxx, Xx.
Title: General Partner
Address: 000 Xxxx Xxxx Xxxx
Xxxxx X-000
--------------------------
Xxxx Xxxx, XX 00000-0000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
THE XXXX/OTUS REVOCABLE TRUST U/A/D
4/23/98
By: /s/ XXXXX XXXX
------------------------------------
Name: Xxxxx Xxxx
Title: Trustee
Address: 000 Xxxx Xxxx Xxxx
Xxxxx X-000
--------------------------
Xxxx Xxxx, XX 00000-0000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
18
YIN FAMILY TRUST DATED
MARCH 1, 1997
By: /s/ XXXXXX XXX
------------------------------------
Name: Xxxxxx Xxx
Title: Trustee
Address: 000 Xxxx Xxxx Xxxx
Xxxxx X-000
--------------------------
Xxxx Xxxx, XX 00000-0000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
XXXXXXX X. XXXX AND XXXXXXXXX X. XXXX
TRUST AGREEMENT DATED OCTOBER 31, 2000
By: /s/ XXXXX X. XXXXX
------------------------------------
By Xxxxx X. Xxxxx
Under Power of Attorney
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Trustee
Address: 000 Xxxx Xxxx Xxxx
Xxxxx X-000
--------------------------
Xxxx Xxxx, XX 00000-0000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
19
THE XXXXXX FAMILY TRUST U/D/T DATED
NOVEMBER 3, 1995, XXXXX X. XXXXXX AND
XXXXXX X. XXXXXX, TRUSTEES
By: /s/ XXXXX X. XXXXX
------------------------------------
By Xxxxx X. Xxxxx
Under Power of Attorney
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Address: 755 Page Mill Road,
--------------------------
Suite A-200
--------------------------
Xxxx Xxxx, XX 00000-0000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
XXXXX X. XXXXXXX
/s/ XXXXX X. XXXXXXX
----------------------------------------
Xxxxx X. Xxxxxxx
Address: 755 Page Mill Road,
--------------------------
Suite A-200
--------------------------
Xxxx Xxxx, XX 00000-0000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
20
THE XXXXXXX X. AND XXXXX X.X. XXXXX
TRUST AGREEMENT DATED 2/24/99
By: /s/ XXXXXXX XXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee
Address: 000 Xxxx Xxxx Xxxx, Xxxxx X-000
-------------------------------
Xxxx Xxxx, XX 00000-0000
-------------------------------
Telephone: 000-000-0000
-------------------------------
Facsimile: 000-000-0000
-------------------------------
XXXXX X. XXXXX
/s/ XXXXX X. XXXXX
--------------------------------------------
Xxxxx X. Xxxxx
Address: 000 Xxxx Xxxx Xxxx, Xxxxx X-000
-------------------------------
Xxxx Xxxx, XX 00000-0000
-------------------------------
Telephone: 000-000-0000
-------------------------------
Facsimile: 000-000-0000
-------------------------------
XXXXX X. XXXXX
/s/ XXXXX X. XXXXX
--------------------------------------------
Xxxxx X. Xxxxx
Address: 000 Xxxx Xxxx Xxxx, Xxxxx X-000
-------------------------------
Xxxx Xxxx, XX 00000-0000
-------------------------------
Telephone: 000-000-0000
-------------------------------
Facsimile: 000-000-0000
-------------------------------
21
XXXXXXXX XXX
/s/ XXXXXXXX XXX
----------------------------------------------
Xxxxxxxx Xxx
Address: 000 Xxxx Xxxx Xxxx, Xxxxx X-000
---------------------------------
Xxxx Xxxx, XX 00000-0000
---------------------------------
Telephone: 000-000-0000
---------------------------------
Facsimile: 000-000-0000
---------------------------------
XXXXX FARGO BANK, TRUSTEE
SHV M/P/T FBO
XXXXX X. XXXXX (ROLLOVER)
By: /s/ XXXXX X. XXXXXX /s/ XXXX XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx Xxxx Xxxxxxx
-----------------------------------
Title: AVP & TO Vice Pres.
----------------------------------
Address: 000 Xxxxxxxxxx Xx.
0xx Xxxxx
------------------------------
Xxx Xxxxxxxxx, XX 00000
------------------------------
Telephone: 000-000-0000
------------------------------
Facsimile: 000-000-0000
------------------------------
XXXXX FARGO BANK, TRUSTEE
SHV M/P/T FBO
XXXXX X. XXXXX (ROLLOVER)
By: /s/ XXXXX X. XXXXXX /s/ XXXX XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx Xxxx Xxxxxxx
-----------------------------------
Title: AVP & TO Vice Pres.
----------------------------------
Address: 000 Xxxxxxxxxx Xx.
0xx Xxxxx
------------------------------
Xxx Xxxxxxxxx, XX 00000
------------------------------
Telephone: 000-000-0000
------------------------------
Facsimile: 000-000-0000
------------------------------
22
XXXXX FARGO BANK, TRUSTEE
SHV M/P/T FBO
XXXXX X. XXXXX (ROLLOVER)
By: /s/ XXXXX X. XXXXXX /s/ XXXX XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx Xxxx Xxxxxxx
-----------------------------------
Title: AVP & TO Vice Pres.
----------------------------------
Address: 000 Xxxxxxxxxx Xx.
0xx Xxxxx
------------------------------
Xxx Xxxxxxxxx, XX 00000
------------------------------
Telephone: 000-000-0000
------------------------------
Facsimile: 000-000-0000
------------------------------
XXXXX FARGO BANK, TRUSTEE
SHV M/P/T FBO
XXXXX X. XXXXX (ROLLOVER)
By: /s/ XXXXX X. XXXXXX /s/ XXXX XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx Xxxx Xxxxxxx
-----------------------------------
Title: AVP & TO Vice Pres.
----------------------------------
Address: 000 Xxxxxxxxxx Xx.
0xx Xxxxx
------------------------------
Xxx Xxxxxxxxx, XX 00000
------------------------------
Telephone: 000-000-0000
------------------------------
Facsimile: 000-000-0000
------------------------------
23
XXXXX FARGO BANK, TRUSTEE
SHV M/P/T FBO
XXXXXXX X. XXXXXXX, XX.
By: /s/ XXXXX X. XXXXXX /s/ XXXX XXXXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxxx Xxxx Xxxxxxx
------------------------------------
Title: AVP & TO Vice Pres.
-----------------------------------
Address: 000 Xxxxxxxxxx Xx. 0xx Xxxxx
-----------------------------
Xxx Xxxxxxxxx, XX 00000
-----------------------------
Telephone: 000-000-0000
-----------------------------
Facsimile: 000-000-0000
-----------------------------
H&Q LIFE SCIENCE INVESTORS
By: /s/ XXXXXX XXXXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
Address: 00 Xxxxx Xxxxx
------------------------------
Xxxxxx, XX 00000
------------------------------
Telephone: 000-000-0000
------------------------------
Facsimile: 000-000-0000
------------------------------
The name H&Q Life Science Investors is
the designation of the Trustees for the
time being under an Amended and Restated
Declaration of Trust Dated February 20,
1992, as amended, and all persons
dealing with H&Q Life Science Investors
must look solely to the trust property
for the enforcement of any claim against
H&Q Life Science Investors, as neither
the Trustees, officers nor shareholders
assume any personal liability for
obligations entered into on behalf of
H&Q Life Science Investors.
24
H&Q HEALTHCARE INVESTORS
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
Address: 00 Xxxxx Xxxxx
--------------------------
Xxxxxx, XX 00000
--------------------------
Telephone: 000-000-0000
--------------------------
Facsimile: 000-000-0000
--------------------------
The name H&Q Healthcare Investors is the
designation of the Trustees for the time
being under an Amended and Restated
Declaration of Trust Dated April 21,
1987, as amended, and all persons
dealing with H&Q Healthcare Investors
must look solely to the trust property
for the enforcement of any claim against
H&Q Healthcare Investors, as neither the
Trustees, officers nor shareholders
assume any personal liability for
obligations entered into on behalf of
H&Q Healthcare Investors.
25
EXHIBIT A
SCHEDULE OF INVESTORS
NUMBER OF
NUMBER OF SHARES WARRANTS TO BE AGGREGATE
PURCHASER TO BE PURCHASED PURCHASED PURCHASE PRICE
---------------------------------- ---------------- -------------- --------------
InterWest Partners VIII, L.P. 2,352,469 399,920 $14,470,624.94
InterWest Investors VIII, L.P. 18,777 3,192 115,502.02
InterWest Investors Q VIII, L.P. 67,304 11,442 414,003.73
BAVP, L.P. 1,632,189 277,472 10,040,002.59
Xxxxxxx Healthcare IV, L.P. 808,738 137,485 4,974,749.62
Xxxxxxx Affiliates IV, L.P. 4,105 698 25,250.88
KBL Healthcare, L.P. 436,000 74,120 2,681,945.00
KBL Partnership, L.P. 52,000 8,840 319,865.00
Oxford Bioscience Partners IV L.P. 804,768 136,811 4,950,331.67
MRNA Fund II L.P. 8,075 1,373 49,671.34
H&Q Healthcare Investors 195,082 33,164 1,199,998.15
H&Q Life Science Investors 130,055 22,109 800,000.81
Xxxxxx Xxxx Ventures, A California
Limited Partnership 567,811 96,528 3,492,747.41
Xxxxxx Hill Entrepreneurs Fund (AI), L.P. 5,616 955 34,545.42
Xxxxxx Xxxx Entrepreneurs Fund (QP), L.P. 14,220 2,417 87,470.78
G. Xxxxxxx Xxxxx, Xx. 13,712 2,331 84,345.94
Xxxxxxxx Holdings, L.P. 13,712 2,331 84,345.94
The Xxxx/Otus Revocable Trust,
U/A/D 4/23/98 - Xxxxx Xxxx,
Trustee 66,599 11,322 409,667.10
Yin Family Trust
Dated March 1, 1997 - Xxxxxx Xxx, Trustee 1,016 173 6,249.67
Xxxxxxx X. Xxxx and Xxxxxxxxx X.
Xxxx Trust Agreement Dated
October 31, 2000 - Xxxxxxx X.
Xxxx, Trustee 8,130 1,382 50,009.66
The Xxxxxx Family Trust U/D/T
November 3, 1995 - Xxxxxx X.
Xxxxxx and Xxxxxx X. Xxxxxx,
Trustees 8,130 1,382 50,009.66
Xxxxx X. Xxxxxxx 11,753 1,998 72,295.64
The Xxxxxxx X. and Xxxxx X.X.
Xxxxx Trust Agreement dated
2/24/99 - Xxxxxxx X. and Xxxxx
X.X. Xxxxx, Trustees 11,753 1,998 72,295.64
Xxxxx X. Xxxxx 4,065 691 25,004.83
Xxxxx X. Xxxxx 1,016 173 6,249.67
Xxxxxxxx Xxx 1,016 173 6,249.67
Xxxxx Fargo Bank, Trustee
SHV M/P/T FBO Xxxxxxx X.
Xxxxxxx 2,033 345 12,505.49
Xxxxx Fargo Bank, Trustee
SHV M/P/T FBO Xxxxx X.
Xxxxxxxx 19,588 3,330 120,490.69
Xxxxx Fargo Bank, Trustee
SHV M/P/T FBO Xxxxx X. Xxxxx
(Rollover) 4,065 691 25,004.83
2
Xxxxx Fargo Bank, Trustee
SHV M/P/T FBO Xxxxxxx X.
Xxxxxxx, Xx. 47,012 7,992 289,182.57
Xxxxx Fargo Bank, Trustee
SHV M/P/T FBO Xxxxx X. Xxxxx
(Rollover) 11,753 1,998 72,295.64
TOTAL 7,322,562 1,244,836 $45,042,909.50
3
EXHIBIT B
INSTRUMENT OF ADHERENCE
Reference is hereby made to that certain Registration Rights Agreement,
dated as of August 9, 2002, between Corixa Corporation, a Delaware corporation
(the "Company"), the Initial Investors and the Investor Permitted Transferees,
as amended and in effect from time to time (the "Registration Rights
Agreement"). Capitalized terms used herein without definition shall have the
respective meanings ascribed thereto in the Registration Rights Agreement.
The undersigned, in order to become the owner or holder of [___________
shares][warrants to purchase ________ shares] of common stock, par value $0.001
per share (the "Common Stock"), of the Company, hereby agrees that, from and
after the date hereof, the undersigned has become a party to the Registration
Rights Agreement in the capacity of an Investor Permitted Transferee, and is
entitled to all of the benefits under, and is subject to all of the obligations,
restrictions and limitations set forth in, the Registration Rights Agreement
that are applicable to Investor Permitted Transferees. This Instrument of
Adherence shall take effect and shall become a part of the Registration Rights
Agreement immediately upon execution.
Executed under seal as of the date set forth below under the laws of
________________.
Signature:
------------------------------
Name:
------------------------
Title:
------------------------
Accepted:
Corixa Corporation
By:
------------------------------
Xxxxxxxx Xxxxxx
Chief Financial Officer
Date:
------------------------------
APPENDIX I
CORIXA CORPORATION
REGISTRATION STATEMENT QUESTIONNAIRE
In connection with the preparation of the Registration Statement, please
provide us with the following information:
1. Pursuant to the "Selling Stockholder" section of the Registration
Statement, please state your or your organization's name exactly as it
should appear in the Registration Statement:
---------------------------------------------
2. Please provide the number of securities that you or your organization
will own immediately after Closing, including those Purchased Shares and
Warrants purchased by you or your organization pursuant to the
Securities Purchase Agreement and those securities purchased by you or
your organization through other transactions:
Purchased Shares:
------------------------------------
Warrants:
--------------------------------------------
Other Shares of Common Stock:
------------------------
3. Have you or your organization had any position, office or other material
relationship within the past three years with the Company or its
affiliates?
[ ] Yes [ ] No
If yes, please indicate the nature of any such relationships below:
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
APPENDIX II
CORIXA CORPORATION
TRANSFER NOTICE FOR SALES PURSUANT TO REGISTRATION STATEMENT
ATTENTION:
Xxxxxxxx Xxxxxx
Corixa Corporation
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
This Transfer Notice relates to _____________ shares (the "Shares") of
the common stock, $0.001 par value per share, of Corixa Corporation, a Delaware
corporation, registered in the name of ____________________________ (the
"Transferor"). The beneficial owner of the Shares is
__________________________________________________.(1)
The undersigned Transferor desires to assign and transfer the Shares
through the following broker:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PRINT OR TYPE BROKER'S NAME, ADDRESS AND TELEPHONE NUMBER)
The name, address and telephone number of a contact person regarding
this transaction (if different from above) is:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PRINT OR TYPE BROKER'S NAME, ADDRESS AND TELEPHONE NUMBER)
The undersigned Transferor confirms that:
1. the Shares are being transferred pursuant to an effective
registration statement on Form S-3 under the Securities Act of
1933;
--------
(1) A "beneficial owner" of the Shares includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares (i) voting power, which includes the power to vote, or
to direct the voting of, the Shares; and/or (ii) investment power, which
includes the power to dispose, or to direct the disposal of, the Shares.
2. the Shares are being transferred in compliance with any
applicable blue sky securities laws of any state;
3. the prospectus delivery requirements under the Securities Act
have been or will be satisfied; and
4. the prospectus so delivered correctly describes the Transferor
and the Transferor's method of sale or other distribution of the
Shares.
Signature:
--------------------------------------------------------------
(SIGN EXACTLY AS SHARES ARE REGISTERED ON CORIXA CORPORATION'S
BOOKS; IF REGISTERED STOCKHOLDER IS AN ENTITY, INDICATE
SIGNATORY'S OFFICIAL CAPACITY WITH RESPECT TO THE REGISTERED
HOLDER)
Date:
-----------------
