SALMEDIX, INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT March 30, 2004

EXHIBIT 4.7

SALMEDIX, INC.

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

March 30, 2004

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of the 30th day of March, 2004 by and among Salmedix, Inc., a Delaware corporation (the “Company”), the initial stockholders of the Company listed on Schedule A attached hereto (collectively, the “Founders” and individually, a “Founder”), certain holders of Series A Preferred Stock listed on Schedule A attached hereto (the “Series A Holders”), certain holders of Series B Preferred Stock listed on Schedule A attached hereto (the “Series B Holders”) and certain holders of Series C Preferred Stock as well as the holder (the “Holder”) of a warrant to purchase shares of Series C Preferred Stock (the “Warrant”) listed on Schedule A attached hereto (collectively, and including the Holder to the extent such Warrant has been exercised, the “Series C Holders”). The Series A Holders, the Series B Holders and the Series C Holders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” This Agreement terminates and replaces in full that certain Stockholders’ Agreement dated as of June 5, 2002, as amended through the date hereof (the “Prior Agreement”), by and among the Company, the Founders, the Series A Holders and the Series B Holders.

WHEREAS, pursuant to that certain Series C Preferred Stock Purchase Agreement (the “Purchase Agreement”) dated as of the date hereof among the Company and the Series C Holders, certain of the Series C Holders are purchasing shares of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”);

WHEREAS, the Series A Holders and the Series B Holders are presently holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and Series B Preferred Stock (together with the Series C Preferred Stock, the “Preferred Stock”) and possess certain rights and are subject to certain obligations pursuant to the Prior Agreement;

WHEREAS, the Founders are the beneficial owners of shares of the Company’s common stock (the “Stock,” which term for purposes of this Agreement also includes any additional shares of the Company’s capital stock now owned or hereafter acquired by the Founders, including without limitation, shares of the Company’s common stock and Preferred Stock);

WHEREAS, in order to induce the Series C Holders to purchase the Series C Preferred Stock, the Company, the Stockholders and the Founders hereby desire to accept the rights and obligations pursuant to this Agreement in lieu of the rights and obligations pursuant to the Prior Agreement so that this Agreement shall govern the rights and obligations of the Stockholders, the Founders and the Company and certain other matters as set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Prior Agreement and all of the provisions thereof are hereby terminated and superseded and replaced in their entirety by this Agreement, in accordance with Section 6.3 of the Prior Agreement, and the parties further agree as follows:

1. Co-Sale Right.

(a) If any Founder proposes to sell or transfer any shares of Stock (other than exempt transfers as set forth in Section 2) then such Founder shall promptly give written notice (the “Notice”) to the Company and the Stockholders at least twenty (20) days prior to the closing of such sale or transfer. The Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. In the

event that the sale or transfer is being made pursuant to the provisions or paragraph 2(a) or 2(b) hereof, then such Founder shall promptly give written notice to the Company at least twenty (20) days prior to the closing of such sale or transfer and shall state under which paragraph the sale or transfer is being made.

(b) Each Stockholder shall have the right, exercisable upon written notice to such Founder within fifteen (15) days after receipt of the Notice, to participate in such sale of Stock on the same terms and conditions. To the extent one or more of the Stockholders exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Stock that the Founder may sell in the transaction shall be correspondingly reduced.

(c) Each Stockholder may sell all or any part of that number of shares of Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Stock covered by the Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by the Stockholder at the time of the sale or transfer and the denominator of which is the total number of shares of Common Stock owned by the Founder and the Stockholders at the time of the sale or transfer. For purposes of this Agreement, “Common Stock” shall mean shares of the Company’s common stock and shares of the Company’s common stock issued or issuable upon conversion of shares of Preferred Stock.

(d) If any Stockholder fails to elect to fully participate in such Founder’s sale pursuant to this Section 1, the Founder shall give notice of such failure to the Stockholders who did so elect (the “Participants”). Such notice may be made by telephone if confirmed in writing within two (2) days. The Participants shall have five (5) days from the date such notice was given to agree to sell their pro rata share of the unsold portion. For purposes of this paragraph, a Participant’s pro rata share shall be the ratio of (x) the number of shares of Common Stock held by such Participant to (y) the total number of shares of Common Stock held by all Participants and the Founder.

(e) Each Participant shall effect its participation in the sale by promptly delivering to the Founder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent:

(i) the type and number of shares of the Company’s common stock which such Participant elects to sell; or

(ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of the Company’s common stock which such Participant elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of the Company’s common stock, such Participant shall convert such Preferred Stock into the Company’s common stock and such common stock as provided in subparagraph 1(e)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser.

(f) The stock certificate or certificates that the Participant delivers to the Founder pursuant to paragraph 1(e) shall be transferred to the prospective purchaser in consummation of the sale of the Stock pursuant to the terms and conditions specified in the Notice, and the Founder shall concurrently therewith remit to such Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, the Founder shall not sell to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, the Founder shall purchase such shares or other securities from such Participant.

(g) The exercise or non-exercise of the rights of the Participants hereunder to participate in one or more sales of Stock made by the Founder shall not adversely affect their rights to participate in subsequent sales of Stock subject to paragraph 1(a).

2. Exempt Transfers.

(a) Notwithstanding the foregoing, the co-sale rights of the Stockholders shall not apply to (i) the sale or transfer of up to an aggregate of Twenty-Five Thousand (25,000) shares of Stock in one or more transactions by each Founder; (ii) any pledge of Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (iii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or a Founder; (iv) any transfer by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP to or between its investment funds or to attorneys of the firm; or (v) any bona fide gift; provided that (A) the transferring Founder shall inform the Company of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Company and the Stockholders with a written agreement to be bound by and to comply with all provisions of Section 1. Such transferred Stock shall remain “Stock” hereunder, and such pledgee, transferee or donee shall be treated as a “Founder” for purposes of this Agreement.

(b) Notwithstanding the foregoing, the provisions of Section 1 shall not apply to the sale of any Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) to the Company, its officers or another Founder.

3. Prohibited Transfers.

(a) In the event a Founder should sell any Stock in contravention of the co-sale rights of the Stockholders under this Agreement (a ”Prohibited Transfer”), the Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option.

(b) In the event of a Prohibited Transfer, each Stockholder shall have the right to sell to the Founder the type and number of shares of Stock equal to the number of shares each Stockholder would have been entitled to transfer to the purchaser had the Prohibited Transfer under Section 1(c) hereof been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:

(i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to the Founder in the Prohibited Transfer. The Founder shall also reimburse each Stockholder for any and all fees and expenses, including legal fees and expenses incurred pursuant to the exercise or the attempted exercise of the Stockholder’s rights under Section 1.

(ii) Within ninety (90) days after the later of the dates on which the Stockholder (A) received written notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Stockholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, with each certificate to be properly endorsed for transfer.

(iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Stockholder, pursuant to this subparagraph 3(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expense, as specified in subparagraph 3(b)(i), in cash or by other means acceptable to the Stockholder.

(iv) Notwithstanding the foregoing, any attempt by a Founder to transfer Stock in violation of Section 1 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Stockholders.

4. Legend.

(a) Each certificate representing shares of Stock now or hereafter owned by the Founders or issued to any person in connection with a transfer pursuant to Section 2(a) hereof shall be endorsed with the following legend:


THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF STOCK OF THE CORPORATION AS THE SAME MAY BE AMENDED FROM TIME TO TIME. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

(b) Each Founder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 4(a) above to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed upon termination of this Agreement.

5. Drag-Along Right.

(a) Applicability. In the event that a majority of the Board of Directors of the Company (the “Board”) and both (i) the holders of at least a majority of the Preferred Stock then outstanding voting together as a single class and (ii) the holders of at least a majority of the Preferred Stock and the Company’s common stock then outstanding voting together as a single class (collectively, the “Proposing Holders”) approve a Corporate Transaction (as defined below), then the Board and the Proposing Holders shall have the right to require all other Founders and all other Stockholders (all other Founders and Stockholders are collectively referred to in this Section 5 as the “Remaining Holders”) to vote in favor of such Corporate Transaction. If the Board and the Proposing Holders desire to approve such Corporate Transaction, each of the Remaining Holders further agrees to vote for, consent to and otherwise raise no objections to such Corporate Transaction, and (i) if such Corporate Transaction is structured as a consolidation, merger or asset sale of the Company, or a sale of all of substantially all of the Company’s assets, the Remaining Holders shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such consolidation, merger or asset sale, or (ii) if such Corporate Transaction is structured as a sale of the capital stock of the Company, each of the Remaining Holders shall agree to sell all shares of the Company’s capital stock held by them on the terms and conditions approved by the Proposing Holders; provided, however such terms do not provide that the Remaining Holders would receive less than the amount that would be distributed to such Remaining Holders in the event the proceeds of such Corporate Transaction were distributed in accordance with the Company’s Amended and Restated Certificate of Incorporation then in effect. The Remaining Holders shall take all reasonably necessary and desirable actions approved by the Board and the Proposing Holders in

connection with the consummation of such Corporate Transaction, including executing such agreements and instruments and taking such other actions as may be necessary to (i) effectuate the allocation and distribution of the aggregate consideration received in connection with such Corporate Transaction and (ii) provide the representations, warranties, indemnities, covenants, conditions, non-competition agreements, escrow agreements and other provisions and agreement relating to such Corporate Transaction; provided, however, that the Remaining Holders shall not be required to make any representations or warranties in connection with such transfer other than representations and warranties as to (i) such Remaining Holder’s ownership of its capital stock to be transferred free and clear of all liens, claims and encumbrances, (ii) such stockholder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require, except that the transferee may not require that stockholder be an accredited investor.

Notwithstanding the foregoing, no Remaining Holder will be obligated to participate in a Corporate Transaction unless each of the following conditions are satisfied: (A) the only covenants that such Remaining Holder is required to make in connection with such Corporate Transaction are reasonable covenants regarding confidentiality, publicity and similar matters; (B) the liability of such Remaining Holder with respect to any representation and warranty or covenant made by the Company in connection with such Corporate Transaction is limited to a pro rata share of an escrow of the aggregate of the consideration payable to all stockholders of the Company, other than with respect to the representations and warranties made by such Remaining Holder in connection with such Corporate Transaction with respect to such Remaining Holder’s ownership of its capital stock to be transferred free and clear of all liens, claims and encumbrances; (C) such Remaining Holder is provided an opinion of counsel to the effect that the sale in connection with such Corporate Transaction is not in violation of the registration or qualification requirements of Canadian, United States federal or applicable United States state securities laws, or, if such Remaining Holder is not provided with such an opinion, the Company is obligated to indemnify such Remaining Holder for any such violation; (D) such Remaining Holder is not obligated to make any out-of-pocket expenditure prior to the consummation of such Corporate Transaction (excluding modest expenditures for postage, copies, etc.), and is not obligated to pay any expenses incurred in connection with a consummated Corporate Transaction, except indirectly to the extent such costs are incurred for the benefit of all of the Company’s stockholders and are paid by the Company or the acquiring party (it being understood that costs incurred by or on behalf of such Remaining Holder for its sole benefit will not be considered costs incurred in connection with a Corporate Transaction hereunder); and (E) such Remaining Holder is not required to agree to any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Corporate Transaction.

(b) Corporate Transaction. As used herein, a “Corporate Transaction” means any of the following transactions: (i) a merger or consolidation in which the Company is not the surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets; or (iii) any transaction (other than an issuance of shares by the Corporation for cash) in or by means of which one or more persons acting in concert acquire, in the aggregate, more than 50% of the outstanding shares of the stock of the Company.

(c) Notice of Corporate Transaction. The Board and the Proposing Holders shall give the Remaining Holders at least ten (10) days prior written notice of any Corporate Transaction as to which the Board and the Proposing Holders intend to exercise their rights under this Section 5. If the Board and the Proposing Holders elect to exercise their rights under this Section 5, the Remaining Holders shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Proposing Holders in connection with consummating the Corporate Transaction. At the closing of the Corporate Transaction, the Remaining Holders shall deliver certificates for all shares of capital stock to be sold by the Remaining Holders, if any, duly endorsed for transfer, with the signature guaranteed, to the purchaser against payment of the appropriate purchase price.

6. Miscellaneous.

6.1 Future Holders of Stock. The Company shall require any future holder (a “Future Holder”) of at least Two Hundred Thousand (200,000) shares of Stock or an option to purchase at least Two Hundred Thousand (200,000) shares of Stock (or any combination thereof), who is not otherwise a party to this Agreement, to execute a counterpart signature page to this Agreement such that the Future Holder shall become a party to and bound by this Agreement as if the Future Holder were a Founder, without the need of further action, signature or approval by the other parties hereto.

6.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California.

6.3 Amendment. Any provision may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company, (ii) as to the Stockholders, by persons holding more than fifty percent (50%) in interest of the Common Stock held by the Stockholders and their assignees, pursuant to Section 6.4 hereof, and (iii) as to the Founders, by persons holding more than fifty percent (50%) in interest of the Common Stock held by the Founders; provided that any amendment or waiver that by its terms expressly affects one Stockholder or Founder in a manner that is different from the other Stockholders or Founders, as the case may be, shall require the consent of the Stockholder or Founder so affected; provided further, that any Stockholder may waive any of his rights hereunder without obtaining the consent of any other Stockholder; provided further, Section 6.1 may be amended only by the written consent of the Company and by persons holding more than fifty percent (50%) in interest of the Common Stock held by the Stockholders and their assignees, pursuant to Section 6.4 hereof. Subject to the foregoing provisions, any amendment or waiver effected in accordance with clauses (i), (ii) and (iii) of this paragraph shall be binding upon each Stockholder, its successors and assigns, the Company and each Founder.

6.4 Assignment of Rights. This Agreement and the rights and obligations of the parties hereunder shall inure to benefit of, and be binding upon, their respective successors, assigns and legal representatives. The rights of the Stockholders hereunder are only assignable (i) by each of such Stockholders to any other Stockholder, (ii) to an assignee or transferee who acquires all of the Common Stock then owned by a Stockholder or (iii) if a Stockholder is a partnership or limited liability company to such Stockholder’s partners or former partners or members or former members, as applicable.

6.5 Term. This Agreement shall terminate upon the earlier of (a) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended (the “Act”) other than a registration relating solely to a transaction under Rule 145 under such Act (or any successor thereto) or to an employee benefit plan of the Company, in which the public offering price (before deduction of underwriters’ discounts and expenses) is equal to or exceeds $2.10 per share of the Company’s common stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and with gross proceeds to the Company and/or any selling stockholders of not less than $60,000,000; and (b) the closing of the Company’s sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or consolidation resulting in the exchange of the outstanding shares of the Company’s capital stock for securities or consideration issued, or caused to be issued, by the acquiring entity or its subsidiary.

6.6 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon deposit with a nationally recognized overnight courier service,

postage prepared and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties. Notwithstanding the foregoing, the telephone notice permitted by Section 1(d) shall be effective at the time it is given.

6.7 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

6.8 Attorney Fees. In the event that any dispute among the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

6.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Purchasers of Series C Preferred Stock in a subsequent sale pursuant to Section 1.3 of the Purchase Agreement shall execute counterpart signature pages to this Agreement and shall become parties hereto without the need of further action, signature or approval by the other Stockholders, under Section 6.3 of this Agreement or otherwise.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:


	SALMEDIX, INC.,
	a Delaware corporation

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FOUNDERS:


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STOCKHOLDERS:


	INTERWEST PARTNERS VIII, L.P.

	By:	InterWest Management Partners VIII, LLC
	Its:	General Partner

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	INTERWEST INVESTORS VIII, L.P.

	By:	InterWest Management Partners VIII, LLC
	Its:	General Partner

	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Its:	Managing Director

Address:	▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

	INTERWEST INVESTORS Q VIII, L.P.

	By:	InterWest Management Partners VIII, LLC
	Its:	General Partner

	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Its:	Managing Director

Address:	▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

[SIGNATURE PAGE TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT]


	VERSANT VENTURE CAPITAL I, L.P.

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇▇▇
	Its:	Managing Director

Address:	▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

	VERSANT SIDE FUND I, L.P.

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇▇▇
	Its:	Managing Director

Address:	▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

	VERSANT AFFILIATES FUND I-A, L.P.

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇▇▇
	Its:	Managing Director

Address:	▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

	VERSANT AFFILIATES FUND I-B, L.P.

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇▇▇
	Its:	Managing Director

Address:	▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇