Exhibit 4.2
EXECUTION COPY
QUATRX PHARMACEUTICALS COMPANY
AMENDMENT TO
FOURTH AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT
THIS AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
(the "AMENDMENT") is made and entered into as of this 25th day of May, 2005, by
and among QUATRX PHARMACEUTICALS COMPANY, a Delaware corporation (the
"COMPANY"), and the entities whose names are set forth on EXHIBIT A attached
hereto (referred to hereinafter collectively as the "INVESTORS" and each
individually as an "INVESTOR").
RECITALS
WHEREAS, the Company and certain of the Investors (the "PRIOR INVESTORS")
have entered into that certain Fourth Amended and Restated Investors' Rights
Agreement, dated as of November 22, 2004 (the "INVESTOR RIGHTS AGREEMENT"),
pursuant to which the Company and the Prior Investors made certain agreements
regarding registration rights and other matters set forth therein. Capitalized
terms used herein but not otherwise defined shall have the meaning given such
terms in the Investor Rights Agreement;
WHEREAS, the Company proposes to issue up to 5,357,141 additional shares of
its Series D Convertible Preferred Stock, par value $0.01 per share ("SERIES D
PREFERRED") and 4,260,035 shares of its Series D-1 Convertible Preferred Stock,
par value $0.01 per share ("SERIES D-1 PREFERRED") to additional Investors (the
"ADDITIONAL INVESTORS");
WHEREAS, Section 6.2 of the Investor Rights Agreement provides that the
Investor Rights Agreement may be amended and the observance thereof may be
waived only with the written consent of (i) the Company, (ii) the holders of at
least 60% of the outstanding shares of the Company's Series A Preferred and
Series B Preferred considered together as a single class (calculated on an as if
converted into Common Stock basis), (the "REQUISITE SERIES A AND B MAJORITY"),
(iii) the holders of at least 60% of the outstanding shares of Series C
Preferred as a separate class (the "REQUISITE SERIES C MAJORITY") and (iv) the
holders of at least 60% of the outstanding shares of Series D Preferred as a
separate class (the "REQUISITE SERIES D MAJORITY") (including for each purpose
any shares of Conversion Stock). Collectively, the Requisite Series A and B
Majority, the Requisite Series C Majority and the Requisite Series D Majority
are referred to herein as the "REQUISITE MAJORITIES";
WHEREAS, the Company, the Prior Investors and the Additional Investors
desire to amend the Investor Rights Agreement as provided herein; and
WHEREAS, the Investors executing this Amendment hold the Requisite
Majorities as of the date hereof.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Amendment hereby agree as follows:
AMENDMENT
1. Pursuant to Section 7.8 of the Investor Rights Agreement, upon its
execution of a counterpart signature page to the Investor Rights Agreement, each
of the Additional Investors shall be deemed an "Investor" under, and a party to,
the Investor Rights Agreement.
2. SECTION 1.1 of the Investor Rights Agreement (Financial Information) is
hereby amended by deleting the first paragraph thereof in its entirety and
replacing it with the following:
"The Company covenants and agrees that, commencing on the date of this
Agreement, the Company will furnish to each Major Investor, as defined
below, the information specified in this Section 1.1. For purposes of this
Section 1.1 only, for so long as an Investor, together with its affiliates,
holds not less than 500,000 shares of the Series A Preferred, the Series B
Preferred, the Series C Preferred, the Series D Preferred, the Series D-1
Preferred and/or the equivalent number (on an-as-converted basis) of shares
of Common Stock of the Company ("COMMON STOCK") issued upon the conversion
of such shares of Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred, or Series D-1 Preferred, such Investor shall
be a "MAJOR INVESTOR"."
3. SECTION 1.2 of the Investor Rights Agreement (Inspection) is hereby
amended by adding the following sentence at the beginning of such section:
"For purposes of Section 1.2 only, a "MAJOR INVESTOR" means an Investor
that, together with its affiliates, holds not less than 1,000,000 shares of
the Series A Preferred, the Series B Preferred, the Series C Preferred, the
Series D Preferred, the Series D-1 Preferred and/or the equivalent number
(on an-as-converted basis) of shares of Common Stock issued upon the
conversion of such shares of Series A Preferred, Series B Preferred, Series
C Preferred, Series D Preferred, or Series D-1 Preferred."
4. SECTION 2.1 of the Investor Rights Agreement (Registration Rights;
Definitions) is hereby amended by replacing each occurrence of the phrase
"Series A Preferred, Series B Preferred, Series C Preferred or Series D
Preferred" with the phrase "Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred or Series D-1 Preferred."
5. SECTION 3.1 of the Investor Rights Agreement (Pre-emptive Rights;
General) is hereby amended by replacing the phrase "Series A Preferred, Series B
Preferred, Series C Preferred and/or Series D Preferred" with the phrase "Series
A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and/or
Series D-1 Preferred."
6. SECTION 3.2 of the Investor Rights Agreement (Pre-emptive Rights; New
Securities) is hereby amended as follows:
(A) Section 3.2(a) is amended and restated in its entirety to read
"shares of Conversion Stock;"
(B) The following is added as Section 3.2(f):
"(f) Shares of Common Stock, Series D Preferred and Series D-1
Preferred
2
issued pursuant to that certain Exchange Agreement, made as of May
___, 2005, by and among the Company, Hormos Medical Corporation
("HORMOS"), and the shareholders of Hormos signatories thereto (the
"EXCHANGE AGREEMENT")."
7. SECTION 4.1 of the Investor Rights Agreement (Right to Purchase in
Connection with Initial Public Offering; Grant of Option) is hereby amended as
follows:
(A) the phrase "Series A Preferred, Series B Preferred, Series C
Preferred and Series D Preferred" is replaced by the phrase "Series A Preferred,
Series B Preferred, Series C Preferred, Series D Preferred and Series D-1
Preferred";
(B) the phrase "or issued to the Investor pursuant to the Exchange
Agreement" is inserted after "or the Series D Purchase Agreement" and before ",
as the case may be".
8. SECTION 6.1 of the Investor Rights Agreement (Assignment), is hereby
amended by (i) adding the phrase ", 40,000 shares of Series D-1 Preferred" after
"40,000 shares of Series D Preferred" and (ii) by adding the following clause
(g) after clause (f) of the penultimate sentence thereof: "and (g) in the case
of a transfer by SITRA, a partnership or other investment vehicle in which SITRA
is a significant investor and that is managed by present or former personnel of
SITRA, provided that as a condition precedent to such transfer, SITRA has
delivered to the Company, if so requested by the Company, an opinion of U.S.
counsel that the transfer of the Company's securities held by SITRA to such
partnership or other investment vehicle is exempt from the registration
requirements under the Securities Act."
9. SECTION 6.2 of the Investor Rights Agreement (Amendment of Rights), is
hereby amended by deleting the phrase "60% of the outstanding shares of Series D
Preferred as a separate class" and replacing it with "65% of the outstanding
shares of Series D Preferred as a separate class". In addition, the following
sentence shall be added to the end of Section 6.2: "Notwithstanding the
foregoing, the Company may amend EXHIBIT A hereto without the consent of the
Investors to add additional shares of Series D Preferred purchased under the
Amended and Restated Series D Preferred Stock Purchase Agreement."
10. Exhibit A to the Investor Rights Agreement is hereby amended and
restated in its entirety by EXHIBIT A attached hereto.
11. This Amendment may be executed in counterparts, each of which will be
deemed an original, but all of which together shall constitute one and the same
instrument.
12. This Amendment shall become effective immediately upon execution by the
Company and the Requisite Majorities.
13. Other than as set forth in this Amendment, all of the terms and
conditions of the Investor Rights Agreement shall continue in full force and
effect.
14. This Amendment shall be governed by and construed exclusively in
accordance with the substantive laws of the State of Delaware as applied to
agreements among Delaware residents entered into and to be performed entirely
within Delaware excluding the body of law relating to conflict of laws and
choice of law.
3
[SIGNATURE PAGE FOLLOWS]
4
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT TO FOURTH
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT to be executed and delivered by
their respective officers hereunto duly authorized on the date first above
written.
COMPANY:
QUATRX PHARMACEUTICALS COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: CEO
PRIOR INVESTORS:
MPM BIO VENTURES III, L.P. MPM BIOVENTURES III-QP, L.P.
By: MPM Bio Ventures III GP, L.P., By: MPM Bio Ventures III GP, L.P., its
its General Partner General Partner
By: MPM Bio Ventures III LLC, its By: MPM Bio Ventures III LLC, its
General Partner General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Series A Member Title: Series A Member
MPM BIOVENTURES III PARALLEL FUND, MPM BIOVENTURES III GMBH & CO.
L.P. BETEILINGUNGS KG
By: MPM Bio Ventures III GP, L.P., By: MPM BioVentures III GP, L.P., in its
its General Partner capacity as the Managing Limited Partner
By: MPM Bio Ventures III LLC, its By: MPM BioVentures III LLC, its General
General Partner Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Series A Member Title: Series A Member
MPM ASSET MANAGEMENT INVESTORS 2003 MPM BIOVENTURES STRATEGIC FUND, L.P.
BVIII LLC
By: MPM Bio Ventures III GP, L.P., its
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ General Partner
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: MPM Bio Ventures III LLC, its
Title: Manager General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Series A Member
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
▇▇▇▇▇▇ ▇▇▇▇▇▇ HEALTHCARE VENTURE PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Healthcare Venture Partners LLC,
its General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital Management LLC,
its Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Principal
▇▇▇▇▇▇▇ HEALTHCARE III, ▇.▇. ▇▇▇▇▇▇▇ AFFILIATES III, L.P.
By: FHM III, L.L.C. By: FHM III, L.L.C.
Its: General Partner Its: General Partner
By: ▇▇▇▇▇▇▇ & Co, Inc. By: ▇▇▇▇▇▇▇ & Co, Inc.
Its: Member Its: Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President Title: President
TL VENTURES V L.P. TL VENTURES V INTERFUND L.P.
By: TL Ventures V Management L.P. By: TL Ventures V LLC
Its: General Partner Its: Manager
By: TL Ventures V LLC By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: Manager ------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
INTERWEST PARTNERS VIII, L.P. INTERWEST INVESTORS VIII, L.P.
By: InterWest Management Partners By: InterWest Management Partners VIII,
VIII, LLC LLC
Its: General Partner Its: General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Venture Member Title: Venture Member
INTERWEST INVESTORS Q VIII, L.P.
By: InterWest Management Partners
VIII, LLC
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Venture Member
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
▇▇▇▇▇▇▇▇▇ FUND, L.P. TWILIGHT VENTURE PARTNERS, LLC
By: ▇▇▇▇▇▇▇▇▇ Managers, LLC,
its general partner By: /s/ ▇▇▇▇▇▇ ▇. Henricren
------------------------------------
Name: ▇▇▇▇▇▇ ▇. Henricren
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Investment Officer
---------------------------------
Name:
Title:
WS INVESTMENT COMPANY, LLC WS INVESTMENT COMPANY 2000 B
By: By:
--------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ CLUB TRUST
By: By:
--------------------------------- ------------------------------------
Name: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, not
Title: individually, but solely as trustee of
the ▇▇▇▇▇ Club Trust
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
COUNTERPART SIGNATURE PAGE TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
OF QUATRX PHARMACEUTICALS COMPANY
In accordance with Section 7.8 of that certain Fourth Amended and Restated
Investors' Rights Agreement, dated as of November 22, 2004, as amended (the
"AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware
corporation, and the persons and entities listed on the signature pages thereto,
the undersigned hereby executes and delivers this counterpart signature page to
the Agreement, and in connection therewith, hereby agrees to be bound by all of
the terms and conditions set forth in the Agreement, effective as of May 25,
2005.
INDIVIDUAL SECURITY HOLDER REPRESENTATIVE:
-------------------------------------
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
------------------------------
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
COUNTERPART SIGNATURE PAGE TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
OF QUATRX PHARMACEUTICALS COMPANY
In accordance with Section 7.8 of that certain Fourth Amended and Restated
Investors' Rights Agreement, dated as of November 22, 2004, as amended (the
"AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware
corporation, and the persons and entities listed on the signature pages thereto,
the undersigned hereby executes and delivers this counterpart signature page to
the Agreement, and in connection therewith, hereby agrees to be bound by all of
the terms and conditions set forth in the Agreement, effective as of May 25,
2005.
INVESTOR:
H& B CAPITAL LP
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: General Partner
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
COUNTERPART SIGNATURE PAGE TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
OF QUATRX PHARMACEUTICALS COMPANY
In accordance with Section 7.8 of that certain Fourth Amended and Restated
Investors' Rights Agreement, dated as of November 22, 2004, as amended (the
"AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware
corporation, and the persons and entities listed on the signature pages thereto,
the undersigned hereby executes and delivers this counterpart signature page to
the Agreement, and in connection therewith, hereby agrees to be bound by all of
the terms and conditions set forth in the Agreement, effective as of May 25,
2005.
INVESTOR:
BIO FUND VENTURES II JATKOSUOITUSKRAHASTO KY
By: /s/ Kalevi Kurkliarvi
---------------------------------
Print Name: Kalevi Kurkliarvi
Title: General Partner, Chairman and CEO
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
COUNTERPART SIGNATURE PAGE TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
OF QUATRX PHARMACEUTICALS COMPANY
In accordance with Section 7.8 of that certain Fourth Amended and Restated
Investors' Rights Agreement, dated as of November 22, 2004, as amended (the
"AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware
corporation, and the persons and entities listed on the signature pages thereto,
the undersigned hereby executes and delivers this counterpart signature page to
the Agreement, and in connection therewith, hereby agrees to be bound by all of
the terms and conditions set forth in the Agreement, effective as of May 25,
2005.
INVESTOR:
BIO FUND VENTURES II KY
By: /s/ Kalevi Kurkliarvi
---------------------------------
Print Name: Kalevi Kurkliarvi
Title: General Partner, Chairman and CEO
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
COUNTERPART SIGNATURE PAGE TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
OF QUATRX PHARMACEUTICALS COMPANY
In accordance with Section 7.8 of that certain Fourth Amended and Restated
Investors' Rights Agreement, dated as of November 22, 2004, as amended (the
"AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware
corporation, and the persons and entities listed on the signature pages thereto,
the undersigned hereby executes and delivers this counterpart signature page to
the Agreement, and in connection therewith, hereby agrees to be bound by all of
the terms and conditions set forth in the Agreement, effective as of May 25,
2005.
INVESTOR:
BIO FUND VENTURES I KY
By: /s/ Kalevi Kurkliarvi
---------------------------------
Print Name: Kalevi Kurkliarvi
Title: General Partner, Chairman and CEO
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
COUNTERPART SIGNATURE PAGE TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
OF QUATRX PHARMACEUTICALS COMPANY
In accordance with Section 7.8 of that certain Fourth Amended and Restated
Investors' Rights Agreement, dated as of November 22, 2004, as amended (the
"AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware
corporation, and the persons and entities listed on the signature pages thereto,
the undersigned hereby executes and delivers this counterpart signature page to
the Agreement, and in connection therewith, hereby agrees to be bound by all of
the terms and conditions set forth in the Agreement, effective as of May 25,
2005.
INVESTOR:
P/S BIOMEDICAL VENTURE III
By: /s/ Jesper Zeithen /s/ Boarne ▇▇▇▇▇▇
--------------------------------- ----------------------------------------
Print Name: Jesper Zeithen Boarne ▇▇▇▇▇▇
Title: Managing Director Group CIO
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
COUNTERPART SIGNATURE PAGE TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
OF QUATRX PHARMACEUTICALS COMPANY
In accordance with Section 7.8 of that certain Fourth Amended and Restated
Investors' Rights Agreement, dated as of November 22, 2004, as amended (the
"AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware
corporation, and the persons and entities listed on the signature pages thereto,
the undersigned hereby executes and delivers this counterpart signature page to
the Agreement, and in connection therewith, hereby agrees to be bound by all of
the terms and conditions set forth in the Agreement, effective as of May 25,
2005.
INVESTOR:
FINNISH NATIONAL FUND FOR RESEARCH AND DEVELOPMENT, SITRA
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director of Finance and Corp. Fin.
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
COUNTERPART SIGNATURE PAGE TO
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
OF QUATRX PHARMACEUTICALS COMPANY
In accordance with Section 7.8 of that certain Fourth Amended and Restated
Investors' Rights Agreement, dated as of November 22, 2004, as amended (the
"AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware
corporation, and the persons and entities listed on the signature pages thereto,
the undersigned hereby executes and delivers this counterpart signature page to
the Agreement, and in connection therewith, hereby agrees to be bound by all of
the terms and conditions set forth in the Agreement, effective as of May 25,
2005.
INVESTOR:
INSTITUTIONAL SECURITY HOLDER REPRESENTATIVE:
By: /s/ ▇▇▇ ▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇ ▇▇▇▇▇
Title: Investment Director
[SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND
RESTATED INVESTORS' RIGHTS AGREEMENT]
EXECUTION COPY
EXHIBIT A
TABLE A-1
SERIES A PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES
------------- ----------------
▇▇▇▇▇▇▇ Healthcare III L.P. 744,401.82
▇▇▇▇▇▇▇ Affiliates III, L.P. 5,598.18
TL Ventures V L.P. 737,248.00
TL Ventures V Interfund, L.P. 12,752.00
WS Investment Company 2000 B 25,000.00
WS Investment Company, LLC 12,500.00
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 18,750.00
▇▇▇▇▇ Club Trust 18,750.00
TOTAL: 1,575,000.00
TABLE A-2
SERIES B PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES
------------- ----------------
▇▇▇▇▇▇▇ Healthcare III L.P. 2,084,325.00
▇▇▇▇▇▇▇ Affiliates III, L.P. 15,675.00
TL Ventures V L.P. 2,064,295.67
TL Ventures V Interfund, L.P. 35,704.33
TOTAL: 4,200,000.00
TABLE A-3
SERIES C PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES
------------- ----------------
MPM BioVentures III, LP 753,141
MPM BioVentures III-QP, LP 11,201,201
MPM BioVentures III Parallel Fund, LP 338,287
MPM BioVentures III GmbH & Co. Beteiligungs KG 946,639
MPM Asset Management Investors 2003 BVIII LLC 216,872
▇▇▇▇▇▇▇ Healthcare III L.P. 3,047,260
▇▇▇▇▇▇▇ Affiliates III, L.P. 22,916
TL Ventures V L.P. 3,449,116
TL Ventures V Interfund, L.P. 59,656
InterWest Partners VIII, L.P. 4,231,140
InterWest Investors VIII, L.P. 33,772
InterWest Investors Q VIII, L.P. 121,052
▇▇▇▇▇▇▇▇▇ Fund L.P. 1,000,000
Twilight Venture Partners, LLC 175,439
TOTAL: 25,596,491
TABLE A-4
SERIES D PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES
------------- ----------------
▇▇▇▇▇▇▇ Healthcare III L.P. 708,954.16
▇▇▇▇▇▇▇ Affiliates III, L.P. 5,331.55
TL Ventures V L.P. 1,228,747.45
TL Ventures V Interfund, L.P. 21,252.55
MPM BioVentures III, LP 189,898.00
MPM BioVentures III-QP, LP 2,824,293.00
MPM BioVentures III Parallel Fund, LP 85,296.00
MPM BioVentures III GmbH & Co. Beteiligungs KG 238,687.00
MPM Asset Management Investors 2003 BVIII LLC 54,683.00
MPM Bioventures Strategic Fund, L.P. 535,714.00
InterWest Partners VIII, L.P. 2,067,214.29
InterWest Investors VIII, L.P. 16,500.00
InterWest Investors Q VIII, L.P. 59,142.86
▇▇▇▇▇▇▇▇▇ Fund L.P. 285,714.29
Twilight Venture Partners, LLC 142,857.14
▇▇▇▇▇▇ ▇▇▇▇▇▇ Healthcare Venture Partners, L.P. 2,500,000.00
Aboa Venture II 31,517.00
Apteekkien Elakekassa 7,250.00
BankInvest Biomedical Ventures III LP 285,718.00
Bio Fund Ventures I LP 58,857.00
Bio Fund Ventures II LP 57,307.00
Bio Fund Ventures II Annex Fund LP 25,994.00
H&B Capital LP 168,069.00
Ilmarinen Mutual Pension Insurance 20,132.00
Innoventure Oy 34,187.00
Pohjala Non-Life Insurance 8,755.00
Sampo 34,481.00
Sampo Life Insurance 34,481.00
The Finnish National Fund for Research and Development 146,337.00
Suomi Mutual Life Assurance 35,020.00
Tapiola Corporate Life Insurance 9,477.00
Tapiola General Mutual Insurance 20,081.00
Tapiola Mutual Life Assurance 14,216.00
Tapiola Mutual Pension Insurance 27,311.00
Veritas Life Insurance 5,028.00
Veritas Pension Insurance 10,058.00
TOTAL: 11,998,516.29
TABLE A-5
SERIES D-1 PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES
------------- ----------------
Aboa Venture II 125,314.00
Apteekkien Elakekassa 28,823.00
BankInvest Biomedical Ventures III LP 1,136,024.00
Bio Fund Ventures I LP 234,021.00
Bio Fund Ventures II LP 227,857.00
Bio Fund Ventures II Annex Fund LP 103,338.00
H&B Capital LP 668,247.00
Ilmarinen Mutual Pension Insurance 80,049.00
Innoventure Oy 135,931.00
Pohjala Non-Life Insurance 34,810.00
Sampo 137,101.00
Sampo Life Insurance 137,101.00
The Finnish National Fund for Research and Development 581,836.00
Suomi Mutual Life Assurance 139,244.00
Tapiola Corporate Life Insurance 37,681.00
Tapiola General Mutual Insurance 79,842.00
Tapiola Mutual Life Assurance 56,523.00
Tapiola Mutual Pension Insurance 108,588.00
Veritas Life Insurance 19,990.00
Veritas Pension Insurance 39,992.00
TOTAL: 4,112,312.00
