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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Novartis Pharma AG; Oravax Inc; Kramer Levin Naftalis & Frankel, LLP |
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Date: |
2001 |
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Size: |
Preview shows 5KB of 52KB total |
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Price: |
$47 |
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ID: |
#1408151 |
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REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (this "Agreement") is made and entered
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into as of August 28, 2001, between Organogenesis Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Company"), and those
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Purchasers listed on Schedule I annexed hereto (the "Purchasers").
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This Agreement is made pursuant to the Securities Purchase Agreement, dated
as of the date hereof, among the Company and the Purchasers (the "Purchase
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Agreement").
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The Company and the Purchasers hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein
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shall have the meanings given such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:
"Advice" shall have the meaning set forth in Section 3(m).
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"Affiliate" means, with respect to any Person, any other Person that
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directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "control," when used with
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respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms of "affiliated," "controlling" and "controlled" have meanings
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correlative to the foregoing.
"Business Day" means any day except Saturday, Sunday and any day which
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shall be a legal holiday or a day on which banking institutions in the
Commonwealth of Massachusetts generally are authorized or required by law or
other government actions to close.
"Closing Date" shall have the meaning set forth in the Purchase Agreement.
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"Commission" means the Securities and Exchange Commission.
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"Common Stock" means the Company's Common Stock, $.01 par value per share.
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"Effectiveness Date" means the 90th day following the Closing Date.
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"Effectiveness Period" shall have the meaning set forth in Section 2(a).
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<PAGE>
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
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"Filing Date" means the 45th day following the Closing Date.
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"Holder" or "Holders" means the holder or holders, as the case may be, from
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time to time of Registrable Securities.
"Indemnified Party" shall have the meaning set forth in Section 5(c).
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"Indemnifying Party" shall have the meaning set forth in Section 5(c).
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"Losses" shall have the meaning set forth in Section 5(a).
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"Person" means an individual or a corporation, partnership, trust,
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incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.
"Proceeding" means an action, claim, suit, investigation or proceeding
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(including. without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.
"Prospectus" means the prospectus included in the Registration Statement
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(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
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