April 23, 2002 To the Stockholders of Apothogen, Inc. Listed on the Signature Page hereto Re: IntraBiotics Pharmaceuticals, Inc. — Registration Rights Gentlemen:Merger Agreement • May 15th, 2002 • Intrabiotics Pharmaceuticals Inc /De • Pharmaceutical preparations
In connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) among IntraBiotics Pharmaceuticals, Inc., a Delaware corporation (“IntraBiotics”), APN Acquisition Corp., Apothogen, Inc., a Delaware corporation, and the stockholders of Apothogen (the “Stockholders”) entered into on even date herewith, as an additional inducement for the Stockholders to enter into the Merger Agreement, IntraBiotics hereby agrees to grant to the Stockholders certain registration rights relating to the shares of Common Stock to be issued by IntraBiotics to the Stockholders pursuant to the Merger Agreement (the “Shares”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.
