ALTA BIOPHARMA PARTNERS II, L.P.
MANAGEMENT RIGHTS, INVESTMENTS IN CERTAIN COUNTRIES, INDEMNIFICATION
MANAGEMENT RIGHTS
This agreement will confirm that pursuant to, and effective upon, the purchase
of shares of stock of Deltagen, Inc. (the "Company") by Alta BioPharma Partners
II, L.P. (the "Investor"). Investor will be entitled to the following
contractual management rights, in addition to rights to nonpublic financial
information, inspection rights, and other rights specifically provided to all
investors in the financing:
1) Concurrent with the Investor's purchase of the Company's shares, the
board of directors of the Company shall elect a representative of the
Investor (initially expected to be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) to a vacant class
III directorship.
2) Investor shall be entitled to consult with and advise management of the
Company on significant business issues, including management's proposed
annual operating plans, and management will meet with Investor
regularly during each year at the Company's facilities at mutually
agreeable times for such consultation and advice and to review progress
in achieving said plans;
3) Investor may examine the books and records of the Company and inspect
its facilities, and will receive upon request information at reasonable
times and intervals concerning the general status of the Company's
financial condition and operations, provided that access to highly
confidential proprietary information and facilities need not be
provided;
4) If the Investor is not represented on the Company's Board of Directors,
the Company shall give to a representative of the Investor copies of
all notices, minutes, consents and other material that the Company
provides to its directors, except that the Investor may be excluded
from access to any material or meeting or portion thereof if the
Company believes, upon advice of counsel, that such exclusion is
reasonably necessary to preserve the attorney-client privilege, to
protect highly confidential proprietary information, or for other
similar reasons. Upon reasonable notice and at a scheduled meeting of
the Board of Directors or such other time, if any, as the Board of
Directors may determine in its sole discretion, such representative may
address the Board of Directors with respect to the Investor's concerns
regarding significant business issues facing the Company.
The aforementioned rights in paragraphs 2-4 are intended to satisfy the
requirement of management rights for purposes of qualifying Investor's ownership
of stock in the Company as a "venture capital investment" for purposes of the
Department of Labor "plan asset" regulations, 29 C.F.R. ss.2510.3-101, and in
the event the aforementioned rights are not satisfactory for such purpose, the
Company and Investor shall reasonably
cooperate in good faith to agree upon mutually satisfactory management rights
that satisfy such regulations.
Investor agrees, and any representative of Investor will agree, to hold in
confidence and trust and not use or disclose any confidential information
provided to or learned by it in connection with its rights under this agreement.
The rights described in paragraphs 2-4 above are nonassignable and shall
terminate and be of no further force or effect upon the date upon which Investor
ceases to hold any shares of the Company's stock. The confidentiality provisions
hereof will survive any such termination.
INVESTMENTS RELATING TO CERTAIN FOREIGN COUNTRIES
The Company hereby represents that it has not participated and is not
participating in, an anti-Israeli boycott within the scope of chapter 7 of Part
2 of Division 4 of Title 2 of the California Government Code as in effect from
time to time.
INDEMNIFICATION
The Company will use its reasonable efforts to limit the liability, to the
fullest extent permissible under the governing law of its state of
incorporation, of any director representing Alta BioPharma Partners II, L.P. and
each of his or her affiliated parties.
Accepted and agreed this _____ day of May, 2002
DELTAGEN, INC.
By:______________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer