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EXHIBIT 10.2
CONNECTIVE THERAPEUTICS, INC.
REGISTRATION RIGHTS AGREEMENT
MAY 15, 1997
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CONNECTIVE THERAPEUTICS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made as of the
15th day of May, 1997, by and among Connective Therapeutics, Inc., a Delaware
corporation (the "Company") and the investors listed on Attachment A hereto,
each of which is herein referred to as an "Investor."
RECITALS
The Company, Genentech, Inc. ("Genentech") and the Investors have
entered into a Common Stock and Warrant Purchase Agreement (the "Purchase
Agreement") of even date herewith pursuant to which (a) the Company and
Genentech have agreed to sell to the Investors and the Investors have agreed to
purchase from the Company and Genentech shares of the Company's Common Stock and
(b) the Company has agreed to sell to the Investors and the Investors have
agreed to purchase from the Company Warrants to purchase the Company's Common
Stock.
ALL TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED
IN THE PURCHASE AGREEMENT.
A condition to the Investors' obligations under the Purchase Agreement
is that the Company and the Investors enter into this Agreement in order to
provide the Investors with certain rights to register the Securities acquired by
the Investors subject to the Purchase Agreement. The Company and the Investors
each desire to induce the Investors to purchase the Securities pursuant to the
Purchase Agreement by agreeing to the terms and conditions set forth herein.
AGREEMENT
The parties hereby agree as follows:
1. REGISTRATION RIGHTS. The Company and the Investors
covenant and agree as follows:
1.1 DEFINITIONS. For purposes of this Section 1:
(a) The terms "register," "registered,"
and "registration" refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the Securities Act
of 1933, as amended (the "Act"), and the declaration or ordering of
effectiveness of such registration statement or document;
(b) The term "Registrable Securities"
means (i) the shares of Common Stock issued or sold in connection with the
Purchase Agreement, including shares sold to the Investors by Genentech (such
shares of Common Stock are collectively referred to hereinafter as the "Shares"
or "Stock"), (ii) all shares of Common Stock that may be issued upon
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exercise of the Warrants (the "Warrant Shares"), and (iii) any other shares of
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,
the Stock or the Warrant Shares, provided, that the foregoing definition shall
exclude in all cases any Registrable Securities sold by a person in a
transaction in which his or her rights under this Agreement are not assigned.
Notwithstanding the foregoing, Common Stock, the Warrant Shares or other
securities shall only be treated as Registrable Securities if and so long as
they have not been (A) sold to or through a broker or dealer or underwriter in a
public distribution or a public securities transaction, or (B) sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale;
(c) The number of shares of "Registrable
Securities then outstanding" shall be determined by the number of shares of
Common Stock outstanding which are, and the number of shares of Common Stock and
Warrant Shares issuable pursuant to then exercisable or convertible securities
which are, Registrable Securities;
(d) The term "Holder" means any person
owning or having the right to acquire Registrable Securities or any assignee
thereof in accordance with this Agreement;
(e) The term "Form S-3" means such form
under the Act as in effect on the date hereof or any successor form under the
Act; and
(f) The term "SEC" means the Securities
and Exchange Commission.
1.2 FORM S-3 REGISTRATION. Subject to the terms
and conditions of this Agreement, within forty-five (45) days of the Closing
(the "S-3 Date") the Company will file with the SEC and use its best efforts to
effect a registration statement on Form S-3 and any related qualification or
compliance with respect to all or a part of the Registrable Securities owned by
the Holders. Accordingly, the Company will:
(a) promptly give written notice of the
registration, and any related qualification or compliance, to all Holders; and
(b) as soon as practicable, effect such
registration and all such qualifications and compliances as may be necessary and
as would permit or facilitate the sale and distribution of all of the Holders'
Registrable Securities; provided, however, that the Company shall not be
obligated to effect any such registration, qualification or compliance, pursuant
to this Section 1.2 if the Company shall furnish to the Holders a certificate
signed by the President of the Company stating 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 for such Form S-3 Registration to be effected
at such time, in which event the Company shall have the right to defer the
filing of the Form S-3 registration statement for a reasonable period of time,
which shall not exceed twenty (20) days after the S-3 Date under this Section
1.2.
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(c) Expenses incurred in connection with
a registration requested pursuant to this Section 1.2 shall be borne by the
Company, including all registration, filing, qualification, printers' and
accounting fees but excluding any underwriters' discounts or commissions and any
fees and disbursements of any counsel for the selling Holders (such fees or
discounts, if any, to be borne pro rata by the Holders participating in the
registration).
1.3 OBLIGATIONS OF THE COMPANY. Whenever required
under this Section 1 to effect the registration of any Registrable Securities,
the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective and to
keep such registration statement effective until two (2) years after the date on
which the registration statement is declared effective; provided, however, that
the Company shall extend the effectiveness of the registration statement for an
additional one (1) year period following the expiration of the initial two (2)
year period, if requested in a writing signed by the holders of a majority of
the Registrable Securities and delivered to the Company within sixty (60)
calendar days prior to the expiration of such initial two (2) year period;
provided further, however, that if the counsel to the Company provides an
opinion to the requesting holders, based on factual representations provided by
the requesting holders or information filed with the SEC, that such requesting
holders are not, at the time of such request, "affiliates" of the Company within
the meaning of Rule 144 of the Act ("Rule 144"), then the Company shall not be
obligated to effect such extension of effectiveness.
(b) Prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Holders such numbers
of copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.
(d) Use its best efforts to register and
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders, 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.
(e) Notify each Holder of Registrable
Securities covered by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing. In such
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circumstance, the Company will use its best efforts to promptly update such
prospectus to correct such untrue statement or disclose the necessary material
facts within the period of time the Company may delay sales under Section
1.4(a)(iii) below.
1.4 RESTRICTIONS ON AND PROCEDURE FOR SALES
PURSUANT TO A REGISTRATION STATEMENT.
(a) Each Holder agrees to the following:
(i) Notice to Company. If any Holder
shall propose to sell any Shares and/or Warrant Shares, the Holder shall notify
the Company of its intent to do so on or before one (1) business day prior to
the date of such sale (the "Notice of Sale"), and the provision of the Notice of
Sale to the Company shall conclusively be deemed to establish an agreement by
such Holder to comply with the registration provisions herein described. The
Notice of Sale shall be deemed to constitute a representation that any
information previously supplied by such Holder is accurate as of the date of
such Notice of Sale.
(ii) Notice of Sale. The Notice of
Sale in substantially the form attached as Attachment B shall be given in
accordance with the provisions of Section 2.5 hereof. However, the Holder may
give the Notice of Sale orally by telephoning ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or the then
current Chief Financial Officer at the Company at (▇▇▇) ▇▇▇-▇▇▇▇. An oral Notice
of Sale shall be deemed to have been received only at such time as the Selling
Holder speaks directly with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (or such then current Chief
Financial Officer). In addition, an oral Notice of Sale shall only be deemed
effective if it is followed by a written Notice of Sale received by the Company
by personal delivery or facsimile within twenty-four (24) hours after giving the
oral Notice of Sale.
(iii) Delay of Sale. The Company may
refuse to permit the Holder to resell any Shares and/or Warrant Shares for a
specified period of time; provided, however, that (a) in order to exercise this
right, the Company must deliver a certificate in writing to the Holder to the
effect that the registration statement in its then current form contains an
untrue statement of material fact or omits to state a material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading, and (b) in no event shall such delay
exceed twenty-five (25) days, and (c) in no event shall this right of delay be
exercised on more than two (2) occasions in any twelve (12) month period. During
any suspension as contemplated by this Section 1.4 (a)(iii), the Company will
not allow any of its officers or directors to buy or sell shares of the
Company's securities.
(b) Representations of Holders. Each
Holder hereby represents to and covenants with the Company that, during the
period in which any registration statement effected pursuant to Section 1.2
remains effective, such Holder will:
(i) not engage in any stabilization
activity in connection with any of the Company's securities;
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(ii) cause to be furnished to any
purchaser of the Shares and/or Warrant Shares and to the broker-dealer, if any,
through whom Shares may be offered, a copy of the Prospectus; and
(iii) not bid for or purchase any
securities of the Company or any rights to acquire the Company's securities, or
attempt to induce any person to purchase any of the Company's securities or any
rights to acquire the Company's securities other than as permitted under the
Securities Exchange Act of 1934, as amended ("Exchange Act").
(c) Information for Use in Registration
Statement. Each Holder represents and warrants to the Company that such Holder
has completed the information requested by the Selling Holder's Questionnaire
attached as Attachment B hereto (the "Questionnaire"), and further represents
and warrants to the Company that all information provided by such Holder in the
Questionnaire is true, accurate and complete. Each Holder understands that the
written information in the Questionnaire and all written representations made in
this Agreement are being provided to the Company specifically for use in, or in
connection with, the registration statement and the Prospectus, and has executed
this Agreement with such knowledge.
1.5 FURNISH INFORMATION. It shall be a condition
precedent to the obligations of the Company to take any action pursuant to this
Section 1 with respect to the Registrable Securities of any selling Holder that
such Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.
1.6 DELAY OF REGISTRATION. No Holder shall have
any right to obtain or seek an injunction restraining or otherwise delaying any
such registration as the result of any dispute that might arise with respect to
the interpretation or implementation of this Section 1.
1.7 INDEMNIFICATION. In the event any Registrable
Securities are included in a registration statement under this Section 1:
(a) To the extent permitted by law, the
Company will indemnify and hold harmless each Holder, any underwriter (as
defined in the Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Act or the Exchange Act, against
any losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Act, the 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"): (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 Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the Act, the
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Exchange Act or any state securities law; and the Company will pay to each such
Holder, underwriter or controlling person, as incurred, 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 subsection 1.7(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, 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 any such Holder, underwriter or
controlling person.
(b) To the extent permitted by law, each
selling Holder will indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement, each
person, if any, who controls the Company within the meaning of the Act, any
underwriter, any other Holder selling securities in such registration statement
and any controlling person of any such underwriter or other Holder, against any
losses, claims, damages, or liabilities (joint or several) to which any of the
foregoing persons may become subject, under the Act, the 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
Holder expressly for use in connection with such registration; and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this subsection 1.7(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 1.7(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 the Holder, which consent shall not be unreasonably
withheld; provided, that, in no event shall any indemnity under this subsection
1.7(b) exceed the net proceeds from the offering received by such Holder, except
in the case of willful fraud by such Holder.
(c) Promptly after receipt by an
indemnified party under this Section 1.7 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 1.7, 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 (together with all other indemnified parties which may
be represented without conflict by one counsel) shall have the right to retain
one separate counsel, with the reasonable 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, if
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prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.7, 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 1.7.
(d) If the indemnification provided for
in this Section 1.7 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss, liability, claim,
damage, or expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage, or expense as well as any other relevant
equitable considerations; provided, that, in no event shall any contribution by
a Holder under this Subsection 1.7(d) exceed the net proceeds from the offering
received by such Holder, except in the case of willful fraud by such Holder. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e) The obligations of the Company and
Holders under this Section 1.7 shall survive the completion of any offering of
Registrable Securities in a registration statement under this Section 1.
1.8 REPORTS UNDER SECURITIES EXCHANGE ACT OF
1934. With a view to making available to the Holders the benefits of Rule 144
and any other rule or regulation of the SEC that may at any time permit a Holder
to sell securities of the Company to the public without registration or pursuant
to a registration on Form S-3, the Company agrees to:
(a) make and keep public information
available, as those terms are understood and defined in Rule 144, so long as the
Company remains subject to the periodic reporting requirements under Sections 13
or 15(d) of the Exchange Act;
(b) take such action, including the
voluntary registration of its Common Stock under Section 12 of the Exchange Act,
as is necessary to enable the Holders to utilize Form S-3 for the sale of their
Registrable Securities, such action to be taken as soon as practicable after the
end of the fiscal year in which the first registration statement filed by the
Company for the offering of its securities to the general public is declared
effective;
(c) file with the SEC in a timely manner
all reports and other documents required of the Company under the Act and the
Exchange Act; and
(d) furnish to any Holder, so long as the
Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has
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complied with the reporting requirements of the Exchange Act and the rules and
regulations promulgated thereunder, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
1.9 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of at least 50,000 shares of such securities, provided the Company is,
within a reasonable time after such transfer, furnished with written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; and provided,
further, that such assignment shall be effective only if immediately following
such transfer the further disposition of such securities by the transferee or
assignee is restricted under the Act. For the purposes of determining the number
of shares of Registrable Securities held by a transferee or assignee, the
holdings of transferees and assignees of a partnership who are partners or
retired partners of such partnership (including spouses and ancestors, lineal
descendants and siblings of such partners or spouses who acquire Registrable
Securities by gift, will or intestate succession) shall be aggregated together
and with the partnership; provided that all assignees and transferees who would
not qualify individually for assignment of registration rights shall have a
single attorney-in-fact for the purpose of exercising any rights, receiving
notices or taking any action under Section 1.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties (including transferees of any of the Shares or Warrant Shares). Nothing
in this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
2.2 GOVERNING LAW. This Agreement and all acts
and transactions pursuant hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of laws.
2.3 COUNTERPARTS. This Agreement may be executed
in two (2) or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
2.4 TITLES AND SUBTITLES. The titles and
subtitles used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.
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2.5 NOTICES. Unless otherwise provided herein,
any notice required or permitted by this Agreement shall be in writing and shall
be deemed sufficient upon delivery, when delivered personally or by overnight
courier and addressed to the party to be notified at such party's address as set
forth on Attachment A hereto or as subsequently modified by written notice. In
the event that any date provided for in this Agreement falls on a Saturday,
Sunday or legal holiday, such date shall be deemed extended to the next business
day. Notwithstanding the foregoing, any notice delivered pursuant to Section
1.3(e) or Section 1.4 hereto must be made by personal delivery or confirmed
facsimile transmission.
2.6 EXPENSES. If any action at law or in equity
is necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this
Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Registrable Securities then outstanding. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities, and the Company.
2.8 SEVERABILITY. If one or more provisions of
this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (x) such provision shall be excluded from this Agreement, (y)
the balance of the Agreement shall be interpreted as if such provision were so
excluded and (z) the balance of the Agreement shall be enforceable in accordance
with its terms.
2.9 ENTIRE AGREEMENT. This Agreement, and the
documents referred to herein (with the exception of the registration statement)
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof, and any and all other written or oral agreements existing
between the parties hereto are expressly canceled.
[SIGNATURE PAGE FOLLOWS]
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The parties have executed this Registration Rights Agreement as of the
date first above written.
CONNECTIVE THERAPEUTICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: President and Chief Executive Officer
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INVESTORS:
DOMAIN PARTNERS III, L.P.
By: One ▇▇▇▇▇▇ Square Associates III, L.P.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------------
General Partner
DP III ASSOCIATES, L.P.
By: One ▇▇▇▇▇▇ Square Associates III, L.P.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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General Partner
NEW YORK LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Its: Director, Private Finance
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/s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇
DLJ CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Attorney-In-Fact
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corporation
Managing General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Attorney-In-Fact
THE SPROUT CEO FUND, L.P.
By: DLJ Capital Corporation
its General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Attorney-In-Fact
DLJ FIRST ESC L.L.C.
By: DLJ LBO Plans Management
Corporation
Its: Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Attorney-In-Fact
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SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
Managing General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Attorney-In-Fact
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BIOTECHNOLOGY INVESTMENTS LIMITED
By: Old Court Limited
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Secretary
▇▇▇▇▇▇▇▇▇ Asset Management
(CI) Limited
Attorney-in-Fact
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ATTACHMENT A
INVESTORS
No. of Shares
Name/Address of Common Stock
------------ ---------------
DLJ Capital Corporation
Sprout Capital VII, L.P.
The Sprout CEO Fund, L.P.
Sprout Growth II, L.P.
DLJ First ESC L.L.C.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Biotechnology Investments Limited
c/o Domain Associates
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Domain Partners III, L.P.
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DP III Associates, L.P.
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New York Life Insurance Company
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c/o Massachusetts General Hospital
Molecular Biology, ▇▇▇▇▇▇▇ 9
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16
ATTACHMENT B
CONNECTIVE THERAPEUTICS, INC.
NOTICE OF SALE
Pursuant to the Registration Rights Agreement dated as of May 15, 1997
among Connective Therapeutics, Inc. (the "Company"), the undersigned and certain
stockholders of the Company, the undersigned hereby gives notice to the Company
of the undersigned's intent to sell _______ shares of the Company's Common Stock
registered pursuant to the registration statement on (File No. ).
Dated: ______________, 199__ By:_________________________________
(signature)
Name:_______________________________
(print)
Title:______________________________
(if applicable)
[NOTE: THIS NOTICE OF SALE MUST BE COMPLETED AND DELIVERED (VIA PERSONAL
DELIVERY OR FACSIMILE) TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY ON OR ONE
(1) BUSINESS DAY BEFORE THE DATE OF SALE OF THE SHARES OF THE COMPANY'S COMMON
STOCK REGISTERED PURSUANT TO THE REGISTRATION STATEMENT.]
17
ATTACHMENT C
CONNECTIVE THERAPEUTICS, INC.
SELLING STOCKHOLDER'S QUESTIONNAIRE
In connection with the Connective Therapeutics, Inc. (the "Company")
Registration Statement (File No. ) registering certain shares of the Company's
Common Stock, the undersigned represents and warrants that the information set
forth below is true, accurate and complete:
1. As of the date hereof, the undersigned beneficially owns ______
shares of the Company's Common Stock and Warrants to purchase _______ shares of
the Company's Common Stock.
2. Except as described below, the undersigned has not had a material
relationship with the Company or any of its predecessors or affiliates within
the last three years.
The term "material relationship" has not been defined by the Securities
and Exchange Commission (the "SEC"). However, the SEC has indicated that it will
probably construe as a "material relationship" any relationship which tends to
prevent arms length bargaining in dealings with a company, whether arising from
a close business connection or family relationship, a relationship of control or
otherwise. It seems prudent, therefore, to consider that the undersigned would
have such a relationship, for example, with any organization of which the
undersigned is an officer, director, trustee or partner or in which the
undersigned owns, directly or indirectly, ten percent (10%) or more of the
outstanding voting stock, or in which the undersigned has some other substantial
interest, and with any person or organization with whom the undersigned has, or
with whom any relative or spouse (or any other person or organization as to
which the undersigned has any of the foregoing other relationships) has, a
contractual relationship.
If applicable, please describe the material relationship with the
Company:
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