0001193125-08-206774 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 6th, 2008 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is dated as of August 11, 2008 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers identified in the attached Exhibit A (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 6th, 2008 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 5, 2008 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers identified in the attached Exhibit A (each a “Purchaser” and, collectively, the “Purchasers”).

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 6th, 2008 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Third Amended and Restated Investor Rights Agreement is made as of August 11, 2008 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individuals and entities set forth on the signature pages hereto under the heading “Holders” (collectively, the “Holders”).

Number of Warrants: Warrant Certificate No.
Achillion Pharmaceuticals Inc • October 6th, 2008 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 5:00 p.m. (New York time) on , 201[5/6] (the “Expiry Time”) (subject to extension as provided in Section 5 below) but not thereafter, to subscribe for and purchase from Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to adjustment as provided herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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