AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OF XCYTE THERAPIES, INC.
1
EXHIBIT 10.6
AMENDMENT TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
OF XCYTE THERAPIES, INC.
This Amendment to the Amended and Restated Investor Rights Agreement
dated as of May 25, 2000 of Xcyte Therapies, Inc. (the "Amendment") is entered
into as of October 18, 2000 by and between Xcyte Therapies, Inc., a Delaware
corporation (the "Company"), the holders of the Company's capital stock listed
on Schedule A attached to the Amended and Restated Investor Rights Agreement
(collectively, the "Investors"), Phoenix Leasing Incorporated and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ (each of whom is referred to as a "Warrantholder").
RECITAL
The Company, the Investors and the Warrantholders are parties to an
Amended and Restated Investor Rights Agreement dated as of May 25, 2000 and
amended by the Addendum to the Series D Preferred Stock Purchase Agreement and
Omnibus Amendment to Series D Financing Documents dated as of August 8, 2000
(the "Rights Agreement"). Capitalized terms used herein without definition shall
have the meaning ascribed to them in the Rights Agreement. The Company and
Landlord are entering into a Lease Agreement dated September 20, 2000 (the
"Lease Agreement") pursuant to which the Company will issue Landlord a warrant
to purchase shares of the Company's Series D Preferred Stock (the "Warrant").
AGREEMENT
1. Amendment to Section 2.2. Section 2.2 is hereby amended and restated
to read in its entirety as follows:
2.2 Future Shares. "Future Shares" shall mean shares of any
capital stock of the Company, whether now authorized or not, and any rights,
options or warrants to purchase such capital stock, and securities of any type
that are, or may become, convertible into such capital stock; provided however,
that "Future Shares" do not include (i) the Shares purchased under the Series D
Stock Purchase Agreement (ii) the shares of Common Stock issued or issuable upon
the conversion of the Preferred Stock, (iii) securities offered pursuant to a
registration statement filed under the Act, (iv) securities issued pursuant to
the acquisition of another corporation by the Company by merger or, purchase of
substantially all of the assets or other reorganization, (v) securities issued
in connection with or as consideration for a collaborative partnership
arrangement, as approved by a majority of the Board of Directors of the Company,
or the acquisition, leasing or licensing of technology or other significant
assets to be used in the Company's business, as approved by a majority of the
Board of Directors of the Company, (vi) securities issued or issuable to
officers, directors, employees or consultants of the Company pursuant to any
employee or consultant stock offering, plan or arrangement approved by a
majority of the Board of Directors of the Company and (vii) all shares of Common
Stock or other securities, or options or warrants to purchase Common Stock or
any such other securities, issuable to landlords, financial institutions or
lessors in connection with office leases, commercial credit arrangements,
equipment financings or similar transactions."
2
2. No Other Amendments. Except as expressly amended as set forth above,
the Rights Agreement shall remain in full force and effect in accordance with
its terms.
3. Counterparts. This Amendment may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
document.
(signature page follows)
-2-
3
The parties have executed this Amendment to Amended and Restated
Investor Rights Agreement of Xcyte Therapies, Inc. as of the date first written
above.
COMPANY:
XCYTE THERAPIES, INC.
---------------------------------
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
WARRANTHOLDERS:
PHOENIX LEASING INCORPORATED
---------------------------------
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
INVESTORS:
---------------------------------
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
[SIGNATURE PAGE TO XCYTE THERAPIES, INC. AMENDMENT
TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
4
INVESTORS:
ALTA CALIFORNIA PARTNERS, L.P.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO XCYTE THERAPIES, INC. AMENDMENT
TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
5
INVESTORS:
ARCH DEVELOPMENT CORPORATION
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ARCH VENTURE FUND III, L.P.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ARCH VENTURE PARTNERS II, L.P.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
[SIGNATURE PAGE TO XCYTE THERAPIES, INC. AMENDMENT
TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
6
INVESTORS:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO XCYTE THERAPIES, INC. AMENDMENT
TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
7
INVESTORS:
DLJ CAPITAL CORP.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
DLJ FIRST ESC L.L.C.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
DLJ FIRST ESC. L.P.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO XCYTE THERAPIES, INC. AMENDMENT
TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
8
INVESTORS:
MPM ASSET MANAGEMENT INVESTORS
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
MPM BIOVENTURES GMBH & CO.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
MPM BIOVENTURES II, LP
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
MPM BIOVENTURES QP, LP
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO XCYTE THERAPIES, INC. AMENDMENT
TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
9
INVESTORS:
SPROUT CAPITAL VII, L.P.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
SPROUT CEO FUND, L.P.
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO XCYTE THERAPIES, INC. AMENDMENT
TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
10
INVESTORS:
TGI FUND II, LC
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
VENGOTT LC
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
By:
----------------------------
Name:
---------------------------
Its:
----------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[SIGNATURE PAGE TO XCYTE THERAPIES, INC. AMENDMENT
TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]