REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 20, 1999 (this
"Agreement"), is made by and among CORVAS INTERNATIONAL, INC., a Delaware
corporation (the "COMPANY"), SOFINOV SOCIETE FINANCIERE D'INNOVATION INC.,
FINSBURY TECHNOLOGY TRUST AND WESTCOAST AND COMPANY, the purchasers of the
Company's Common Stock (the "PURCHASERS" and together with the Company, the
"PARTIES").
This Agreement is made pursuant to the Common Stock Purchase Agreement,
dated as of October 20, 1999 (as amended and modified from time to time, the
"Purchase Agreement"), between the Company and the Purchasers, which provides
for the sale of 700,000 shares of Common Stock of the Company to the Purchasers
for the aggregate amount of $1,750,000 at a price per share of $2.50. In order
to induce the Purchasers to enter into the Purchase Agreement, the Company has
agreed to provide the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.
The Parties hereby agree as follows:
1. CERTAIN DEFINITIONS. EXCEPT AS DEFINED IN THIS AGREEMENT,
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANING
ASCRIBED TO THEM IN THE PURCHASE AGREEMENT. As used in this Agreement, the
following terms shall have the following respective meanings:
"SEC" means the United States Securities and Exchange Commission.
"COMMON STOCK" means the common stock of the Company, par value $0.001
per share.
"REGISTRABLE SECURITIES" means (a) the 700,000 shares of Common Stock
sold to the Purchasers pursuant to the Purchase Agreement and (b) any Common
Stock of the Company issued as (or issuable upon the conversion or exercise of
any warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
above-described securities.
"RESTRICTED SECURITIES" means (a) any and all shares of Common Stock
sold to the Purchasers pursuant to the Purchase Agreement and (b) any Common
Stock of the Company issued as (or issuable upon the conversion or exercise of
any warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
above-described securities all times subsequent thereto until, as to any
restricted security, (i) the sale of such restricted security has been
effectively registered under the Securities Act and such restricted security has
been disposed of in accordance with the method of distribution set forth in the
Registration Statement relating thereto, or (ii) it is distributed to the
public, or is otherwise able to be sold, pursuant to Rule 144(k) (or any similar
provision then in force, but not Rule 144A) under the Securities Act.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time.
1.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
SEC thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" means all underwriting discounts and selling
commissions applicable to the sale.
"SPECIAL COUNSEL" means Lapointe Rosenstein, special counsel to
Purchasers, or such other special counsel as may be designated in writing to the
Company by the holders of a majority of Registrable Securities outstanding.
2. SHELF REGISTRATION.
(a) RESTRICTIONS ON TRANSFER. Each holder of Registrable Securities
agrees not to make any disposition of all or any portion of the Registrable
Securities unless and until:
(i) there is in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or
(ii) (A) The transferee has agreed in writing to be bound by the
terms of this Agreement, (B) such holder of Registrable Securities shall have
notified the Company of the proposed disposition and shall have furnished the
Company with a detailed statement of the circumstances surrounding the proposed
disposition, and (C) if reasonably requested by the Company, such holder of
Registrable Securities shall have furnished the Company with an opinion of
counsel, reasonably satisfactory to the Company, that such disposition will not
require registration of such shares under the Securities Act. It is agreed that
the Company will not require opinions of counsel for transactions made pursuant
to Rule 144 except in unusual circumstances or for transfers by a Purchaser to
an affiliate (as defined in the Securities Act).
(b) CLOSING. Within 30 days after the Closing Date, the Company
shall file a registration statement on Form S-3 (or successor form) or if at the
time of the filing the Company is no longer eligible to file on Form S-3, on
Form S-1 (the "REGISTRATION STATEMENT") pursuant to Rule 415 (or any similar
rule that may be adopted by the SEC) under the Securities Act covering the
resale of all the Registrable Securities. The Company agrees to use its
reasonable best efforts to cause the Registration Statement to be declared
effective by the SEC within 90 days of the Closing Date and thereafter to
maintain the effectiveness of the Registration Statement until the earlier to
occur of: (i) such time as all the Registrable Securities registered in the
Registration Statement have been sold in accordance with the Registration
Statement, or (ii) such time as all the Registrable Securities are salable in
the public markets within a three month period under the volume restrictions
under Rule 144 as promulgated under the Securities Act.
3. REGISTRATION PROCEDURES. If and whenever the Company is required by
the provisions of Section 2 to effect the registration of any Registrable
Securities under the Securities Act, the Company shall, as expeditiously as
reasonably possible:
2.
(a) Prepare and file with the SEC, within the time period specified
in Section 2 hereof, a registration statement with respect to such Registrable
Securities and use its reasonable best efforts to cause such registration
statement to become effective;
(b) As expeditiously as reasonably practicable, prepare and file
with the SEC such amendments and post-effective amendments to the registration
statement as may be necessary to keep the registration statement effective for
the applicable period, cause the related Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities Act;
(c) promptly notify the Special Counsel and notify such registered
holders of Registrable Securities promptly (and in each case, if requested,
confirm any such oral or telephonic notice in writing), (i) when a Prospectus or
any Prospectus supplement or post-effective amendment related to such
Registrable Securities (A) has been filed and (B) with respect to a registration
statement or any post-effective amendment related to such Registrable
Securities, when the same has been filed and has become effective, (ii) of the
receipt of any comments from the SEC relating to a registration statement, (iii)
of any request by the SEC for amendments or supplements to a registration
statement or related Prospectus or for additional information, (iv) of the
issuance by the SEC of any stop order suspending the effectiveness of a
registration statement or the initiation of any proceedings for that purpose,
(v) if at any time the representations and warranties of the Company contained
in the Purchase Agreement in connection with the sale of Restricted Securities
by selling holders thereof cease to be true and correct in all material
respects, (vi) 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 Securities for sale or exchange in any jurisdiction of the
United States of America or the initiation of any proceeding for such purpose,
(vii) of the happening of any event that makes any statement of a material fact
made in such registration statement or related Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue or that
requires the making of any changes in a registration statement or related
Prospectus so that such documents will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (provided that the timely filing of a
report under the Securities Exchange Act which is incorporated by reference in
the registration statement and related Prospectus shall constitute effective
notice under this subsection (vii)), and (viii) of the determination of the
Company that a post-effective amendment to a registration statement would be
appropriate;
(d) use its reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of a registration statement or the lifting of
any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale or exchange in any jurisdiction of the
United States of America, as promptly as practicable;
(e) if reasonably requested by any Purchaser of Registrable
Securities covered by a registration statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information as such
Purchaser reasonably requests to be included therein as is required by
applicable law or as necessary so that the registration statement does not
3.
include an untrue statement of a material fact or omit to state a material fact
with respect to such Purchaser or such Purchaser's planned method of
distribution, (ii) make all required filings of such Prospectus supplement or
such post-effective amendment as soon as the Company has received notification
of the matters to be incorporated in such Prospectus supplement or such
post-effective amendment, and (iii) supplement or make amendments to any
registration statement as is required by applicable law;
(f) furnish to each selling Purchaser of Registrable Securities upon
request, and the Special Counsel, without charge, at least one conformed copy of
the registration statement or statements and any post-effective amendment
thereto, including financial statements and schedules, without charge, as well
as all documents incorporated therein by reference or deemed incorporated
therein by reference and all exhibits (including those previously furnished or
incorporated by reference), at the earliest practicable time under the
circumstances after the filing of such documents with the SEC;
(g) promptly deliver to each Purchaser of Registrable Securities and
the Special Counsel, without charge, such number of copies of the Prospectus or
Prospectuses (including each preliminary prospectus) and any amendment or
supplement thereto as they may reasonably request; the Company consents to the
use of such Prospectus or any amendment or supplement thereto in accordance with
applicable law by each selling Purchaser of Registrable Securities in connection
with the offering and sale of the Registrable Securities covered by such
Prospectus or any amendment or supplement thereto in accordance with applicable
law;
(h) prior to any public offering of Registrable Securities, use its
reasonable best efforts to register or qualify or cooperate with the selling
Purchaser of Registrable Securities and the Special Counsel in connection with
the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale, as the case
may be, under the securities or Blue Sky laws of such state or local
jurisdictions in the United States as any seller reasonably requests in writing;
keep each such registration or qualification (or exemption therefrom) effective
during the period such registration statement is required to be kept effective
and do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
applicable registration statement; PROVIDED, HOWEVER, that the Company will not
be required to (i) qualify generally to do business in any jurisdiction where it
is not then so qualified, (ii) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject,
(iii) take any action that would subject it to taxation in any jurisdiction
where it is not then subject or (iv) register or qualify securities prior to the
effective date of any registration statement under Section 2 hereof; and
(i) upon the occurrence of any event contemplated by paragraph
3(c)(vii) or 3(c)(viii) above, as promptly as practicable thereafter, prepare
and file with the SEC a supplement or post-effective amendment to the applicable
registration statement or a supplement to the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities being
sold thereunder, such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
4.
4. INFORMATION AND LIMITATIONS ON DISTRIBUTIONS. If and whenever the
Company is required by the provisions of Section 2 to effect the registration of
any Registrable Securities under the Securities Act, the Company may require
each Selling Purchaser of Registrable Securities as to which any registration is
being effected to furnish to the Company such information regarding the
distribution of such securities as the Company may from time to time reasonably
request in writing. Notwithstanding any other provision of the Agreement,
following the effectiveness of the Registration Statement filed pursuant to
Section 2 hereunder, the Company may, at any time, suspend the effectiveness of
the Registration Statement for no longer than an aggregate of forty-five (45)
days in any 12 month period, as appropriate (a "SUSPENSION PERIOD"), by
delivering a signed certificate of an authorized officer to the Purchasers that
in the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders to disclose any
previously undisclosed material corporate development that would be required to
be disclosed if the registration statement is not suspended. The Company will
use its best efforts to minimize the length of any Suspension Period. The
Purchasers agree that, upon the receipt of any notice from the Company of a
Suspension Period, the Purchaser will not sell any Registrable Securities
pursuant to any registration statement covering such Registrable Securities
until (i) Purchaser is advised in writing by the Company that the use of the
applicable prospectus may be resumed, (ii) Purchaser has received copies of any
additional, supplemental or amended prospectus, if applicable, and (iii)
Purchaser has received copies of any additional or supplemental filings which
are incorporated or deemed to be incorporated by reference in such prospectus.
5. TERMINATION OF REGISTRATION RIGHTS. All registration rights granted
under Section 2 shall terminate and be of no further force and effect upon the
earlier to occur of: (i) such time as all the Registrable Securities registered
in the Registration Statement have been sold in accordance with the Registration
Statement or (ii) such time as all the Registrable Securities are salable in the
public markets within a three month period under the volume restrictions under
Rule 144 as promulgated under the Securities Act
6. RULE 144 REPORTING. With a view of making available to the holders
of Registrable Securities the benefits of certain rules and regulations of the
SEC which may permit the sale of the Registrable Securities to the public
without registration, the Company agrees to use its best efforts to:
(a) Make and keep public information available, as those terms are
understood and defined in Rule 144 or any similar or analogous rule promulgated
under the Securities Act;
(b) File with the SEC, in a timely manner, all reports and other
documents required of the Company under the Securities Exchange Act; and
(c) So long as any holder of Registrable Securities owns any
Registrable Securities, furnish to such holder forthwith upon request: a written
statement by the Company as to its compliance with the reporting requirements of
said Rule 144 of the Securities Act, and of the Exchange Act; a copy of the most
recent annual or quarterly report of the Company; and such other reports and
documents as a holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing it to sell any such securities without
registration.
5.
7. EXPENSES. The Company shall pay all fees and expenses incurred by it
or Purchasers incident to the performance of or compliance with this Agreement
by the Company including, without limitation, (i) all Securities Act and
Securities Exchange Act, stock exchange registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or Blue Sky laws, (iii) all expenses in preparing or assisting in preparing,
printing and distributing any Registration Statement, any Prospectus, any
amendments or supplements thereto, other documents relating to the Company's
performance of and compliance with this Agreement, and (iv) the expenses, fees
and disbursements of one special counsel to the Purchasers not to exceed U.S.
$3,000 (the "AUTHORIZED REGISTRATION EXPENSES"). Such expenses shall not include
any printing costs incurred at the election of the Purchasers, Selling Expenses
and all other expenses, fees and disbursements incident to any registration
either initiated or effected pursuant to this Agreement which are not explicitly
included as Authorized Registration Expenses.
8. INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Purchaser, the partners, officers and directors of each
Purchaser, any underwriter (as defined in the Securities Act) for such Purchaser
and each person, if any, who controls such Purchaser or underwriter within the
meaning of the Securities Act or the Securities Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Securities Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "VIOLATION") by the Company:
(i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
(ii) 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 (iii) any violation or alleged violation by the Company of the
Securities Act, the Securities Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the Securities Exchange
Act or any state securities law in connection with the offering covered by such
registration statement; and the Company will pay as incurred to each such
Purchaser, partner, officer, director, underwriter 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 8 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, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by such Purchaser, partner, officer,
director, underwriter or controlling person of such Purchaser.
6.
(b) To the extent permitted by law, each Purchaser will, if
Registrable Securities held by such Purchaser are included in the securities as
to which such registration qualifications or compliance is being effected,
indemnify and hold harmless the Company, each of its directors, its officers and
each person, if any, who controls the Company within the meaning of the
Securities Act, any underwriter and any other Purchaser selling securities under
such registration statement or any of such other Purchaser's partners, directors
or officers or any person who controls such Purchaser, against any losses,
claims, damages or liabilities (joint or several) to which the Company or any
such director, officer, controlling person, underwriter or other such Purchaser,
or partner, director, officer or controlling person of such other Purchaser may
become subject under the Securities Act, the Securities Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Purchaser, the partners, officers and directors of such Purchaser, any
underwriter (as defined in the Securities Act) for such Purchaser and each
person, if any, who controls such Purchaser or underwriter within the meaning of
the Securities Act or the Securities Exchange Act under an instrument duly
executed by such Purchaser and stated to be specifically for use in connection
with such registration; and each such Purchaser will pay as incurred any legal
or other expenses reasonably incurred by the Company or any such director,
officer, controlling person, underwriter or other Purchaser, or partner,
officer, director or controlling person of such other Purchaser in connection
with investigating or defending any such loss, claim, damage, liability or
action if it is judicially determined that there was such a Violation; PROVIDED,
HOWEVER, that the indemnity agreement contained in this Section 8 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 such Purchaser,
which consent shall not be unreasonably withheld; PROVIDED FURTHER, that in no
event shall any indemnity under this Section 8 exceed the net proceeds from the
offering received by such Purchaser.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the Parties; PROVIDED, HOWEVER, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, only if materially prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 8, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 8.
7.
(d) The obligations of the Company and the Purchasers under this
Section 8 shall survive completion of any offering of Registrable Securities in
a registration statement and the termination of this agreement. No indemnifying
party, in the defense of any such claim or litigation, shall, except with the
consent of each indemnified party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation.
9. CONTRIBUTION. If for any reason the indemnity set forth in Section 8
is unavailable or is insufficient to hold harmless an indemnified party, then
the indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the aggregate losses, claim, damages,
liabilities and expenses of the nature contemplated by said indemnity (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and such indemnified party on the other
(determined by reference to, among other things, whether the untrue statement of
a material fact or omission to state a material fact relates to information
supplied by the indemnifying party or such indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission), or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law or provides a lesser sum
to such indemnified party than the amount hereinafter calculated, in such
proportion as is appropriate to reflect not only the relative fault of the
indemnifying party and such indemnified party but also the relative benefits
received by the indemnifying party on the one hand and such indemnified party on
the other, as well as any other relevant equitable considerations.
The Parties agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses referred to in such paragraph shall be
deemed to include, subject to the limitations set forth above, 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 Section 9, a Purchaser shall not be required to contribute
any amount in excess of the amount by which the net proceeds of the sale of
Registrable Securities sold by such Purchaser and distributed to the public
exceeds the amount of any damages which such Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. 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 which is not guilty of such fraudulent
misrepresentation.
10. ARBITRATION. A party asserting the existence of any dispute or
controversy arising out of or in connection with this Agreement (a "DISPUTE"),
including any Dispute relating to the existence, materiality or cure of a
claimed material breach, shall notify the other parties to this Agreement in
writing of the existence and subject matter of the Dispute. For a thirty (30)
day period following such notification, the Parties shall meet and negotiate in
good faith to attempt the resolve the Dispute and shall escalate the Dispute to
the respective Chief Executive Officers of the Parties if resolution is not made
within the first fifteen (15) days. If such efforts do not resolve the Dispute
within such thirty (30) day period, the Dispute shall be referred to and finally
resolved by arbitration under the rules of the American Arbitration Association,
and except for proceedings commenced to enforce an arbitration award, each party
hereby irrevocably waives its right to commence any proceeding in any court with
8.
respect to any matter arising under this Agreement. The tribunal shall consist
of a sole arbitrator appointed jointly by the Parties. In the case of the
parties failing to choose a sole arbitrator, the tribunal shall consist of three
arbitrators, two of whom shall be appointed by the respective parties and the
third arbitrator shall be appointed jointly by the first two. The place of
arbitration shall be San Diego County, California or such other location as the
parties shall agree. The language of the arbitration shall be English. No
arbitrator shall be an affiliate, employee, officer or director of either party
or of their respective affiliates, nor shall any arbitrator have any interest
that would be affected in any material respect by the outcome of the Dispute.
The decision of the sole arbitrator or of a majority of the arbitrators, where
applicable, shall be final and binding on the parties and their respective
successors and assigns. The decision shall not be subject to appeal or judicial
review except in circumstances of fraud. The prevailing party in any such
arbitration shall be entitled to recover reasonable fees of attorneys and other
professionals in addition to all court costs and arbitrator's fees which that
party may incur as a result. Judgment upon the award granted by the
arbitrator(s) may be entered in any court having jurisdiction over the relevant
party or its assets
11. MISCELLANEOUS.
(a) All covenants and agreements contained in this Agreement by or
on behalf of any of the signatories shall bind and inure to the benefit of the
respective successors or permitted assigns of the signatories, whether so
expressed or not. The Purchasers may assign all or some of their rights under
this Agreement in connection with a transfer of Registrable Securities in
accordance with Section 2(a)(ii) of this Agreement; PROVIDED that if such
transfer requires an amendment to the Registration Statement, the transferring
Purchaser shall be obligated to pay all expenses in preparing or assisting in
preparing, printing and filing such amendment; PROVIDED FURTHER, that the
Company will prepare the first such amendment at the Company's expense.
(b) All notices, consents and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) delivered by hand, (b) sent by telecopier (with receipt confirmed), provided
that a copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested), in each case to the appropriate
addresses and telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate as to itself by notice to the other
parties):
(i) If to the Company: 3030 Science Park Road, San Diego, CA
92121, Attention: President, telecopier no. (858) 455-9854; or
(ii) If to the Purchasers: at the addresses set forth on the
signature page hereof.
(c) This Agreement shall be governed in all respects by the law of
the State of California, without giving effect to its principles regarding
conflicts of law.
(d) This Agreement may not be amended or modified, and no provision
hereof may be waived, except upon the approval of the Company and the holders of
at least a majority of the then outstanding Common Stock issued pursuant to the
Purchase Agreement; PROVIDED, HOWEVER, this Agreement may be amended to add
9.
additional parties without the consent of the Purchasers. The failure of any of
the Parties to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of that term or deprive such Party of
the right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.
(e) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(f) In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby,
it being intended that all of the rights and privileges of the Purchasers shall
be enforceable to the fullest extent permitted by law.
(g) This Agreement is intended by the parties as a final expression
of their agreement and a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings other
than those set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the Parties with respect to such subject
matter.
[THIS SPACE INTENTIONALLY LEFT BLANK]
10.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
CORVAS INTERNATIONAL, INC.
3030 Science Park Road
San Diego, California 92121
By: /s/ RANDALL E. WOODS
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Name: Randall E. Woods
Its: President and Chief Executive Officer
PURCHASERS:
SOFINOV SOCIETE FINANCIERE D'INNOVATION INC.
1981, avenue McGill College, 13th Floor
Montreal (Quebec) H3A 3C7
By: /s/ JEAN CHRISTOPHE RENONDIN
----------------------------------------
Name: Jean Christophe Renondin
Its: Vice President
By: /s/ DENIS DIONNE
----------------------------------------
Name: Denis Dionne
Its: President
FINSBURY TECHNOLOGY TRUST
Alderman's House
Alderman's Walk
London, EC2M 3XR United Kingdom
By: /s/DAVID FALLON; /s/NATHAN BROWN
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Name: David Fallon; Nathan Brown
Its: Rea Brothers Limited Secretaries
WESTCOAST AND COMPANY
c/o State Street Bank and Trust
225 Franklin Street
Boston, MA 02110
Attn: Anna Barnes - MCO
By: /s/ KENNETH A. KALINA
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Name: Kenneth A. Kalina
Its: Fund Controller
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]