REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2007 • Dynavax Technologies Corp • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 2007, by and between DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), DEERFIELD PRIVATE DESIGN FUND, L.P. (“Deerfield Design”), DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. (“Deerfield Design International”), DEERFIELD SPECIAL SITUATIONS FUND, L.P. (“Deerfield Special Situations”), DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED (“Deerfield Special Situations International” and, together with Deerfield Design, Deerfield Design International and Deerfield Special Situations Fund, the “Buyer”), DEERFIELD PARTNERS, L.P. (“Deerfield Partners”) and DEERFIELD INTERNATIONAL LIMITED (“Deerfield International” and, together with Deerfield Partners, the “Deerfield Entities”).
ContractWarrant Agreement • August 31st, 2007 • Dynavax Technologies Corp • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
