Exhibit 4.2
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, dated as of the ___ day of , 1998, between the person whose
name and address appears in the Purchaser Questionnaire (individually, a
"Holder" or, collectively with the holders of the Securities issued in the
Offering, each as defined below, the "Holders"), and AXONYX INC., with its
principal executive offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the
"Company").
WHEREAS, simultaneously with the execution and delivery of this Agreement,
the Holders are purchasing from the Company (the "Offering") an aggregate of up
to ________ units (the "Units"), each Unit consisting of 5,000 shares (the
"Shares") of Common Stock, $.001 par value (the "Common Stock") of the Company
and 5,000 Warrants to purchase shares of Common Stock (the "Warrant Shares").
WHEREAS, the Company desires to grant to the Holder the registration rights
set forth herein with respect to the Warrant Shares issuable upon exercise of
the Warrants;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. REGISTRABLE SECURITIES. As used herein the term "Registrable Security"
means each of the Warrant Shares; provided, however, that with respect to any
particular Registrable Security, such security shall cease to be a Registrable
Security when, as of the date of determination, (i) it has been effectively
registered under the Securities Act of 1933, as amended (the "Securities Act")
and disposed of pursuant thereto, or (ii) registration under the Securities Act
is no longer required for the immediate public distribution of such security.
The term "Registrable Securities" means any and/or all of the securities falling
within the foregoing definition of a "Registrable Security." In the event of any
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Common Stock, such adjustment shall be made in
the definition of "Registrable Security" as is appropriate in order to prevent
any dilution or enlargement of the rights granted pursuant to this Section 1.
For purposes hereof, Registrable Securities does not include the Shares.
2. PIGGYBACK REGISTRATION. If, during the term of the Warrants, the Company
proposes to prepare and file with the Securities and Exchange Commission (the
"Commission") a registration statement covering equity or debt securities of the
Company, or any such securities of the Company held by its shareholders or the
security holders of the Company (in any such case, other than in connection with
a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes
of this Section 2, collectively, a "Registration Statement"), it will give
written notice of its intention to do so by registered mail ("Notice"), at least
thirty (30) days prior to the filing of each such Registration Statement, to all
holders of the Registrable Securities. Upon the written request of such a
holder (a "Requesting Holder"), made within twenty (20) days after receipt of
the Notice, that the Company include any of the Requesting Holder's Registrable
Securities in the proposed Registration Statement, the Company shall, as to each
such Requesting Holder, use its best efforts to effect the registration under
the Securities Act of the Registrable Securities which it has been so requested
to register ("Piggyback Registration"), at the Company's sole cost and expense
and at no cost or expense to the Requesting Holders except as provided in
Section 4(b) hereof.
3. DEFERRAL OR LIMITATION OF REGISTRATION. Notwithstanding the provisions
of Section 2 above, (i) the Company shall have the right at any time after it
shall have given written notice pursuant to Section 2 (irrespective of whether
any written request for inclusion of such securities shall have already been
made) to elect not to file any such proposed Registration Statement, or to
withdraw the same after the filing but prior to the effective date thereof; or
(ii) if the Company's managing underwriter, if any, of an initial public
offering for which a Registration Statement has been filed so requests in
writing, the Registrable Securities can be limited or excluded from the
Registration Statement.
4. COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION.
The Company covenants and agrees as follows:
(a) In connection with any registration filed pursuant hereto, the
Company shall use its best efforts to cause the Registration Statement to become
effective as promptly as possible and, if any stop order shall be issued by the
Commission in connection therewith, to use its reasonable efforts to obtain the
removal of such order. Following the effective date of a Registration Statement,
the Company shall, upon the request of the Holder, forthwith supply such
reasonable number of copies of the Registration Statement, preliminary
prospectus and prospectus meeting the requirements of the Securities Act, and
other documents necessary or incidental to the public offering of the
Registrable Securities, as shall be reasonably requested by the Holder to permit
the Holder to make a public distribution of the Holder's Registrable Securities.
The obligations of the Company hereunder with respect to the Holder's
Registrable Securities are subject to the Holder's furnishing to the Company
such appropriate information concerning the Holder, the Holder's Registrable
Securities and the terms of the Holder's offering of such Registrable Securities
as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection
with all Registration Statements filed pursuant to Section 2 hereof including,
without limitation, the Company's legal and accounting fees, printing expenses,
and blue sky fees and expenses; provided, however, that the Holder shall be
solely responsible for the fees of any counsel retained by the Holder in
connection with such registration and any transfer taxes or underwriting
discounts, commissions or fees applicable to the Registrable Securities sold by
the Holder pursuant thereto.
(c) The Company will take all necessary action which may be required
in qualifying or registering the Registrable Securities included in a
Registration Statement for offering and sale under the securities or blue sky
laws of such states as are reasonably requested by the holders of such
securities, provided that the Company shall not be obligated to execute or file
any general consent to service of process or to qualify as a foreign corporation
to do business under the laws of any such jurisdiction.
(d) The Company will take all necessary action required to keep any
Registration Statement filed pursuant to Section 2 hereof current during the
term of the Warrants.
5. ADDITIONAL TERMS.
(a) The Company shall indemnify and hold harmless the Holder and each
underwriter, within the meaning of the Securities Act, who may purchase from or
sell for the Holder, any Registrable Securities, from and against any and all
losses, claims, damages and liabilities caused by any untrue statement of a
material fact contained in the Registration Statement, any other registration
statement filed by the Company under the Securities Act with respect to the
registration of the Registrable Securities, any post-effective amendment to such
registration statements, or any prospectus included therein or caused by any
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission based upon information furnished or required to be furnished in
writing to the Company by the Holder or underwriter expressly for use therein,
which indemnification shall include each person, if any, who controls either the
Holder or underwriter within the meaning of the Securities Act and each officer,
director, employee and agent of the Holder and underwriter; provided, however,
that the indemnification in this Section 5(a) with respect to any prospectus
shall not inure to the benefit of the Holder or underwriter (or to the benefit
of any person controlling the Holder or underwriter) on account of any such
loss, claim, damage or liability arising from the sale of Registrable Securities
by the Holder or underwriter, if a copy of a subsequent prospectus correcting
the untrue statement or omission in such earlier prospectus was provided to the
Holder or underwriter by the Company prior to the subject sale and the
subsequent prospectus was not delivered or sent by the Holder or underwriter to
the purchaser prior to such sale and provided further, that the Company shall
not be obligated to so indemnify the Holder or any such underwriter or other
person referred to above unless the Holder or underwriter or other person, as
the case may be, shall at the same time indemnify the Company, its directors,
each officer signing the Registration Statement and each person, if any, who
controls the Company within the meaning of the Securities Act, from and against
any and all losses, claims, damages and liabilities caused by any untrue
statement of a material fact contained in the Registration Statement, any
registration statement or any prospectus required to be filed or furnished by
reason of this Agreement or caused by any omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, insofar as such losses, claims, damages or liabilities are
caused by any untrue
statement or omission based upon information furnished in writing to the Company
by the Holder or underwriter expressly for use therein.
(b) If for any reason the indemnification provided for in the
preceding section is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, claim, damage, liability or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim, damage
or liability in such proportion as is appropriate to reflect not only the
relative benefits received by the indemnified party and the indemnifying party,
but also the relative fault of the indemnified party and the indemnifying party,
as well as any other relevant equitable considerations.
(c) Neither the filing of a Registration Statement by the Company
pursuant to this Agreement nor the making of any request for prospectuses by the
Holder shall impose upon the Holder any obligation to sell the Holder's
Registrable Securities.
(d) The Holder, upon receipt of notice from the Company that an event
has occurred which requires a Post-Effective Amendment to the Registration
Statement or a supplement to the prospectus included therein, shall promptly
discontinue the sale of Registrable Securities until the Holder receives a copy
of a supplemented or amended prospectus from the Company, which the Company
shall provide as soon as practicable after such notice.
(e) If the Company fails to keep the Registration Statement referred
to above continuously effective during the requisite period, then the Company
shall, promptly upon the request of the Holders of at least a majority of the
unsold Registrable Securities, use its best efforts to update the Registration
Statement or file a new registration statement covering the Registrable
Securities remaining unsold, subject to the terms and provisions hereof.
(f) The Holder agrees to provide the Company with any information or
undertakings reasonably requested by the Company in order for the Company to
include any appropriate information concerning the Holder in the Registration
Statement or in order to promote compliance by the Company or the Holders with
the Securities Act.
6. GOVERNING LAW. The Registrable Securities will be, if and when issued,
delivered in Washington. This Agreement shall be deemed to have been made and
delivered in the State of Washington and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
substantive laws of the State of Washington, without giving effect to the choice
of law rules thereof.
7. AMENDMENT. This Agreement may only be amended by a written instrument
executed by the Company and the Holder.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings of the parties, oral and written, with
respect to the subject matter hereof.
9. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
10. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed duly given when delivered by
hand or mailed by registered or certified mail, postage prepaid, return receipt
requested, as follows: If to the Holder, to his, her or its address set forth in
the Purchaser Questionnaire. If to the Company, to the address set forth on the
first page of this Agreement.
11. BINDING EFFECT BENEFITS. The Holder may assign his, her or its rights
hereunder. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective heirs, legal representatives and
successors. Nothing herein contained, express or implied, is intended to confer
upon any person other than the parties hereto and their respective heirs, legal
representatives and successors, any rights or remedies under or by reason of
this Agreement.
12. HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
13. SEVERABILILY. Any provision of this Agreement which is held by a court
of competent jurisdiction to be prohibited or unenforceable in any jurisdictions
shall be, as to such jurisdictions, ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceabilityof such provision in
any other jurisdiction.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the date first above written.
AXONYX INC.
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President, CEO
HOLDER
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Name:
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