Exhibit 10.2
LEUKOSITE, INC.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
July 1, 1998 by and among (i) LeukoSite, Inc., a Delaware corporation (the
"Company"), and (ii) each person listed on Exhibit A attached hereto
(collectively, the "Investors" and each individually, an "Investor").
WHEREAS, the Company has agreed to issue and sell to the Investors, and
the Investors have agreed to purchase from the Company, 1,967,169 shares (the
"Shares") of the Company's common stock, $0.01 par value per share (the "Common
Stock"), all upon the terms and conditions set forth in that certain Stock
Purchase Agreement, dated of even date herewith, between the Company and the
Investors (the "Stock Purchase Agreement"); and
WHEREAS, the terms of the Stock Purchase Agreement provide that it
shall be a condition precedent to the closing of the transactions thereunder,
for the Company and the Investors to execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
1. DEFINITIONS. The following terms shall have the meanings
provided therefor below or elsewhere in this Agreement as described below:
"Board" shall mean the board of directors of the Company.
"Closing" shall have the meaning ascribed to such term in the Stock
Purchase Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Majority Investors" 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 fifty percent (50%) of the Registrable Shares.
"Qualifying Investor" shall have the meaning ascribed thereto in
Section 10 hereof.
"Registrable Shares" shall mean, at the relevant time of reference
thereto, the Shares then held by the Investors (including any shares of capital
stock that
were issued in respect thereof pursuant to a stock split, stock dividend,
recombination, reclassification or the like).
"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 Act" shall mean the Securities Act of 1933, as amended.
2. MANDATORY REGISTRATION.
(a) On or prior to October 15, 1998, 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 "Mandatory
S-3 Registration Statement"). The Mandatory S-3 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. The Company agrees to use its best efforts to cause the Mandatory S-3
Registration Statement to become effective as soon as practicable after filing.
The Company shall only be required to keep the Mandatory S-3 Registration
Statement effective until the earlier of (i) the date when all of the
Registrable Shares registered thereunder shall have been sold or (ii) the second
anniversary of the Closing. Thereafter, the Company shall be entitled to
withdraw the Mandatory S-3 Registration Statement and the Investors shall have
no further right to offer or sell any of the Registrable Shares pursuant to the
Mandatory S-3 Registration Statement (or any prospectus relating thereto).
(b) The shares subject to the Mandatory S-3 Registration Statement
shall not be underwritten unless the Company shall otherwise consent in its sole
and absolute discretion.
(c) Notwithstanding anything in this Section 2 to the contrary, if the
Company shall furnish to the Investors a certificate signed by the President or
Chief Executive Officer of the Company stating that the Board of Directors of
the Company has made the good faith determination (i) that continued use by the
Investors of the registration statement filed by the Company pursuant to Section
2 hereof for purposes of effecting offers or sales of Registrable Shares
pursuant thereto would require, under the Securities Act and the rules and
regulations promulgated thereunder, premature disclosure in the registration
statement (or the prospectus relating thereto) of material, nonpublic
information concerning the Company, its business or prospects or any proposed
material transaction involving the Company, (ii) that such premature disclosure
would be materially adverse to the Company, its business or prospects or any
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such proposed material transaction or would make the successful consummation by
the Company of any such material transaction significantly less likely and (iii)
that it is therefore essential to suspend the use by the Investors of such
registration statement (and the prospectus relating thereto) for purposes of
effecting offers or sales of Registrable Shares pursuant thereto, then the right
of the Investors to use such registration statement (and the prospectus relating
thereto) for purposes of effecting offers or sales of Registrable Shares
pursuant thereto shall be suspended for a period (the "Suspension Period") of
not more than 90 days after delivery by the Company of the certificate referred
to above in this Section 2(c). During the Suspension Period, none of the
Investors shall offer or sell any Registrable Shares pursuant to or in reliance
upon such registration statement (or the prospectus relating thereto). The
Company agrees that, as promptly as practicable after the consummation,
abandonment or public disclosure of the event or transaction that caused the
Company to suspend the use of the registration statement (and the prospectus
relating thereto) pursuant to this Section 2(c), the Company will provide the
Investors with revised prospectuses, if required, and will notify the Investors
of their ability to effect offers or sales of Registrable Shares pursuant to or
in reliance upon such registration statement.
(d) Notwithstanding anything to the contrary expressed or implied in
this Agreement, if Form S-3 or any substitute form is not then available or
becomes unavailable for the registration of such Registrable Shares that would
otherwise have been registered by the Investors pursuant to this Section 2, the
Company shall be obligated to as promptly as practicable thereafter prepare and
file a registration statement on Form S-1 and the provisions of this Section 2
shall govern and apply to such registration on Form S-1.
3. "PIGGYBACK REGISTRATION".
(a) If, at any time after the date hereof, the Company
proposes to register any of its Common Stock under the Securities Act, whether
as a result of a primary or secondary offering of Common Stock or pursuant to
registration rights granted to holders of other securities of the Company (but
excluding in all cases any registration pursuant to Section 2 hereof or any
registrations to be effected on Forms S-4 or S-8 or other applicable successor
Forms), the Company shall, each such time, give to the Investors written notice
of its intent to do so. Upon the written request of any Investor given within 30
days after the giving of any such notice by the Company, the Company shall use
its best efforts to cause to be included in such registration the Registrable
Shares of such selling Investor, to the extent requested to be registered;
provided that (i) the number of Registrable Shares proposed to be sold by such
selling Investor is equal to at least twenty-five percent (25%) of the total
number of Registrable Shares then held by such selling Investor, (ii) such
selling Investor agrees to sell those of its Registrable Shares to be included
in such registration in the same manner and
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on the same terms and conditions as the other shares of Common Stock which the
Company proposes to register, and (iii) if the registration is to include shares
of Common Stock to be sold for the account of the Company or any party
exercising demand registration rights pursuant to any other agreement with the
Company, the proposed managing underwriter does not advise the Company that in
its opinion the inclusion of such selling Investor's Registrable Shares (without
any reduction in the number of shares to be sold for the account of the Company
or such party exercising demand registration rights) is likely to affect
materially and adversely the success of the offering or the price that would be
received for any shares of Common Stock offered, in which case the rights of
such selling Investor shall be as provided in Section 3(b) hereof.
(b) If a registration pursuant to Section 3 hereof involves an
underwritten offering and the managing underwriter shall advise the Company in
writing that, in its opinion, the number of shares of Common Stock requested by
the Investors to be included in such registration is likely to affect materially
and adversely the success of the offering or the price that would be received
for any shares of Common Stock offered in such offering, then, notwithstanding
anything in Section 3 to the contrary, the Company shall only be required to
include in such registration, to the extent of the number of shares of Common
Stock which the Company is so advised can be sold in such offering, (i) first,
the number of shares of Common Stock proposed to be included in such
registration for the account of the Company and/or any stockholders of the
Company (other than the Investors) that have exercised demand registration
rights, in accordance with the priorities, if any, then existing among the
Company and/or such stockholders of the Company with registration rights (other
than the Investors), and (ii) second, the shares of Common Stock requested to be
included in such registration by all other stockholders of the Company
(including, without limitation, the Investors), pro rata among such other
stockholders (including, without limitation, the Investors) on the basis of the
number of shares of Common Stock that each of them requested to be included in
such registration.
(c) In connection with any offering involving an underwriting of
shares, the Company shall not be required under Section 3 hereof or otherwise to
include the Registrable Shares of any Investor therein unless such Investor
accepts and agrees to the terms of the underwriting, which shall be reasonable
and customary, as agreed upon between the Company and the underwriters selected
by the Company.
4. OBLIGATIONS OF THE COMPANY. Whenever the Company is required under
Section 2 or 3 hereof to use its best efforts to effect the registration of any
of the Registrable Shares of the Investors, the Company shall, as expeditiously
as practicable:
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(a) Prepare and file with the SEC a registration statement
with respect to such Registrable Shares and use its best efforts to cause such
registration statement to become and remain effective;
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Shares covered by such
registration statement;
(c) Notify the Investors promptly and, if requested by any
Investor, confirm such advice in writing (i) when a registration statement has
become effective and when any post-effective amendments and supplements thereto
become effective, and (ii) of the issuance by the SEC or any state securities
commission of any stop order suspending the effectiveness of a registration
statement.
(d) 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(e) below) as the selling Investors may reasonably
request in order to facilitate the disposition of such Registrable Shares;
(e) Notify the Investors, at any time when a prospectus
relating to such 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 such 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
the provisions of Section 2(c), promptly prepare (and, when completed, give
notice to each Investor) a supplement or amendment to such prospectus so that,
as thereafter delivered 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 Investors will not offer or sell
Registrable Shares until the Company has notified the Investors that it has
prepared a supplement or amendment to such prospectus and delivered copies of
such supplement or amendment to the 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 the provisions of Section 2(c), to
promptly prepare a prospectus amendment or supplement as above provided in this
Section 4(e) and deliver copies of same as above provided in Section 4(d)
hereof);
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(f) Use its best efforts to register and qualify such
Registrable Shares under such other securities or Blue Sky laws of such
jurisdictions as each selling Investor shall be reasonably request and do any
and all other acts or things which may be reasonably necessary or advisable to
enable each selling Investor to consummate the public sale or other disposition
in such jurisdiction of Registrable Shares, 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 where it is not then qualified or subject to process; and
(g) Use its best efforts to cause all Registrable Shares to be
listed on the Nasdaq National Stock Market.
5. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the selling Investors shall furnish to the Company such information regarding
them and the Shares held by them 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 a
registration pursuant to this Agreement (excluding underwriting commissions and
discounts of the selling Investors), including without limitation all
registration and qualification fees, printing expenses, and fees and
disbursements of counsel for the Company and one counsel for the selling
Investors, shall be borne by the Company.
7. DELAY OF REGISTRATION. The Investors and the Company (other than
with respect to Sections 2(c) and 4(e)) shall not take any action to restrain,
enjoin or otherwise delay any registration as the result of any controversy
which might arise with respect to the interpretation or implementation of this
Agreement.
8. INDEMNIFICATION. In the event that any Registrable Shares of the
Investors are included in a registration statement pursuant to this Agreement:
(a) To the fullest extent permitted by law, the Company will
indemnify and hold harmless each selling Investor, any underwriter (as defined
in the Securities Act) for the Company, and each officer, director, fiduciary,
employee, member, general partner and limited partner (and affiliates thereof)
of such selling Investor or such underwriter, each broker or other person acting
on behalf of such selling Investor and each person, if any, who controls such
selling Investor or such underwriter within the meaning of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
they
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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 untrue statement of any material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
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 any violation by the Company of the
Securities Act or state securities or blue sky laws applicable to the Company
and leading to action or inaction required of the Company in connection with
such registration or qualification under such Securities Act or state securities
or blue sky laws; and will reimburse on demand such selling Investor, such
underwriter, such broker or other person acting on behalf of such selling
Investor or such officer, director, fiduciary, employee, member, general
partner, limited partner, affiliate or controlling person for any legal or other
expenses reasonably incurred by any of them in connection with investigating or
defending any such loss, claim, damage, liability or action, subject to the
provisions of Section 8(c); provided, however, that the indemnity agreement
contained in this Section 8(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
an untrue statement or alleged untrue statement or omission made in connection
with such registration statement, preliminary prospectus, final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by the selling Investors, any underwriter for them or controlling
person with respect to them.
(b) To the fullest extent permitted by law, each selling
Investor will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed such registration statement, each person,
if any, who controls the Company within the meaning of the Securities Act, any
underwriter for 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
underwriter 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 such registration statement, including any
preliminary prospectus contained therein or any amendments or supplements
thereto, 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 that such
untrue statement or alleged
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untrue statement or omission or alleged omission was made in such registration
statement, preliminary prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information
furnished by the selling Investor expressly for use in connection with such
registration; and such selling Investor will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other selling Investor in connection with
investigating or defending any such loss, claim, damage, liability or action,
subject to the provisions of Section 8(c), provided, however, that the maximum
amount of liability of each selling Investor hereunder shall be limited to the
proceeds (net of underwriting discounts and commissions, if any) actually
received by such selling Investor from the sale of Registrable Shares covered by
such registration statement, and provided, further, however, that the indemnity
agreement contained in this Section 8(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 8 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 8, 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 parties; provided,
however, that, if any indemnified party shall have reasonably concluded that
there may be one or more legal defenses available to such indemnified party
which are different from or additional to those available to the indemnifying
party, or that such claim or litigation involves or could have an effect upon
matters beyond the scope of the indemnity agreement provided in this Section 8,
the indemnifying party shall not have the right to assume the defense of such
action on behalf of such indemnified party, and such indemnifying party shall
reimburse such indemnified party and any person controlling such indemnified
party for the fees and expenses of counsel retained by the indemnified party
which are reasonably related to the matters covered by the indemnity agreement
provided in this Section 8. Subject to the foregoing, an indemnified party shall
have the right to employ separate counsel in any such action and to participate
in the defense thereof but the fees and expenses of such counsel shall not be at
the expense of the Company. The failure to notify an indemnifying party promptly
of the commencement of any such action, if materially prejudicial to his 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 notify the
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indemnifying party will not relieve him of any liability which he may have to
any indemnified party otherwise other than under this Section 8.
(d) Notwithstanding anything in this Section 8 to the
contrary, if, in connection with an underwritten public offering, the Company,
the Investors and the underwriters enter into an underwriting or purchase
agreement relating to such offering which contains provisions covering
indemnification among the parties, then the indemnification provision of this
Section 8 shall be deemed inoperative for purposes of such offering.
9. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to
the Investors the use of Section 2 hereof and 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 Shares to the public without registration, the Company 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 Shares, 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 Shares without registration and (iv)
undertake any additional actions reasonably necessary to maintain the
availability of a registration statement on Form S-3, including any successor or
substitute forms, or the use of Rule 144.
10. 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 Investor (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. For purposes of this Section 10, the term "Qualifying Investor"
shall mean, with respect to any Investor, (i) any partner, member or shareholder
thereof, (ii) any person, corporation or partnership controlling, controlled by,
or under common control with, such Investor or any partner thereof, or (iii) any
other direct transferee from such Investor of at least 16,667 shares of Common
Stock (subject to adjustment in the event of stock splits, stock dividends,
recombinations, recapitalizations and the like). None of the rights of any
Investor under this Agreement shall be transferred or assigned to any transferee
of Shares pursuant to a "brokers transaction" within the meaning of Rule 144
under the Securities Act or an effective registration statement under the
Securities Act. Upon transfer of Shares and rights in
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accordance with this Section 10, such Qualified Investor shall be deemed an
"Investor" hereunder.
11. ENTIRE AGREEMENT. This Agreement constitutes and contains the
entire agreement and understanding of the parties with respect to the subject
matter hereof, and it also supersedes any and all prior negotiations,
correspondence, agreements or understandings with respect to the subject matter
hereof.
12. MISCELLANEOUS.
(a) This Agreement may not be amended, modified or terminated,
and no rights or provisions may be waived, except with the written consent of
the Majority Holders and the Company.
(b) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts, and
shall be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns and transferees, provided that
the terms and conditions of Section 10 hereof are satisfied. Notwithstanding
anything in this Agreement to the contrary, if at any time any Investor shall
cease to own any Shares, all of such Investor's rights under this Agreement
shall immediately terminate.
(c) Any notices to be given pursuant to this Agreement shall
be in writing and shall be given by certified or registered mail, return receipt
request. Notices shall be deemed given when personally delivered or when mailed
to the addresses of the respective parties as set forth on Exhibit A hereto, or
to such changed address of which any party may notify the others pursuant
hereto, except that a notice of change of address shall be deemed given when
received.
(d) The parties acknowledge and agree that in the event of any
breach of this Agreement, remedies at law will be inadequate, and each of the
parties hereto shall be entitled to specific performance of the obligations of
the other parties hereto and to 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, an of which together shall for all purposes constitute one
Agreement, binding on all the parties hereto notwithstanding that all such
parties have not signed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
LEUKOSITE, INC.
By:
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
INVESTORS:
HEALTHCARE VENTURES V, L.P.
By: HealthCare Partners V, L.P.
as General Partner
By:
-------------------------------------
Title: General Partner
RHO MANAGEMENT TRUST II
By:
------------------------------------------
Name:
Title:
▇▇▇▇▇▇▇▇ VENTURES INTERNATIONAL
LIFE SCIENCES FUND L.P. 1
By: ▇▇▇▇▇▇▇▇ Venture Managers Inc.,
General Partner
By:
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
▇▇▇▇▇▇▇▇ VENTURES
INTERNATIONAL
LIFE SCIENCES FUND L.P. 2
By: ▇▇▇▇▇▇▇▇ Venture Managers Inc.,
General Partner
By:
---------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
▇▇▇▇▇▇▇▇ VENTURES
INTERNATIONAL
LIFE SCIENCES TRUST
By: Codan Trust Company Limited, as
Trustee
By:
---------------------------------------
Title:
▇▇▇▇▇▇▇▇ VENTURE MANAGERS
LIMITED,
as Investment Manager for the
▇▇▇▇▇▇▇▇
Ventures International Life Sciences
Fund
Co-Investment Scheme
By:
------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
Its:
PERETZ FAMILY INVESTMENT
By:
------------------------------------------
Name:
Title:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
By:
------------------------------------------
Name:
Title:
11
PERSEUS CAPITAL, LLC
By:
------------------------------------------
Name:
Title:
YK CAPITAL L.P.
---------------------------------------------
Name:
Title:
▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
FOUR PARTNERS
By:
------------------------------------------
Name:
Title:
Exhibit A
INVESTORS
HealthCare Ventures V, L.P.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Rho Management Trust II
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Ventures International Life
Sciences Fund L.P. 1
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Ventures International Life
Sciences Fund L.P. 2
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Ventures International Life
Sciences Trust ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Ventures Managers
Limited, as investment manager for
the International Life Sciences Fund
Co-Investment Scheme
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda
Peretz Family Investment
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, Sachs & Co.
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Four Partners
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Perseus Capital, LLC
The Army and Navy Club Building
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YK Capital L.P.
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c/o ICM
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