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Title:

MAP Pharmaceuticals, Inc.

Entities:

MAP Pharmaceuticals, Inc.

Date:

2007

Size:

Preview shows 33KB of 84KB total

Price:

$52

ID:

#2985553

► Corporate ► Rights ► Registration Rights Agreements

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THIRD AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

by and among

MAP PHARMACEUTICALS, INC.

and

THE STOCKHOLDERS LISTED THEREIN

Dated: March 21, 2007

TABLE OF CONTENTS


			Page
ARTICLE I DEFINITIONS			2
	1.1	Definitions	2

ARTICLE II GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT			6
	2.1	Grant of Rights	6
	2.2	Registrable Securities	6
	2.3	Holders of Registrable Securities	6

ARTICLE III DEMAND REGISTRATION			6
	3.1	Request for Demand Registration	6
	3.2	Incidental or ?Piggy-Back? Rights with Respect to a Demand Registration	7
	3.3	Effective Demand Registration	8
	3.4	Expenses	8
	3.5	Underwriting Procedures	8
	3.6	Selection of Underwriters	9

ARTICLE IV INCIDENTAL OR ?PIGGY-BACK? REGISTRATION			9
	4.1	Request for Incidental Registration	9
	4.2	Expenses	10

ARTICLE V FORM S-3 REGISTRATION			10
	5.1	Request for a Form S-3 Registration	11
	5.2	Form S-3 Underwriting Procedures	11
	5.3	Limitations on Form S-3 Registrations	12
	5.4	Expenses	12
	5.5	No Demand Registration	12

ARTICLE VI MARKET STANDOFF AGREEMENTS			12
	6.1	Restrictions on Public Sale by Designated Holders	12
	6.2	Restrictions on Public Sale by the Company	13

ARTICLE VII REGISTRATION PROCEDURES			13
	7.1	Obligations of the Company	13
	7.2	Seller Information	16
	7.3	Notice to Discontinue	16
	7.4	Registration Expenses	17

ARTICLE VIII INDEMNIFICATION; CONTRIBUTION			17
	8.1	Indemnification by the Company	17
	8.2	Indemnification by Designated Holders	18
	8.3	Conduct of Indemnification Proceedings	18
	8.4	Contribution	19

ARTICLE IX COVENANTS			20
	9.1	Rule 144	20
	9.2	Form S-3	20

ARTICLE X MISCELLANEOUS			20
	10.1	Recapitalizations, Exchanges, etc.	20
	10.2	No Inconsistent Agreements	21
	10.3	Remedies	21
	10.4	Notices	21
	10.5	Successors and Assigns; Third-Party Beneficiaries	22
	10.6	Amendments and Waivers	22
	10.7	Counterparts	22
	10.8	Headings	23
	10.9	Governing Law; Consent To Jurisdiction	23
	10.10	Severability	23
	10.11	Rules of Construction	23
	10.12	Entire Agreement	23
	10.13	Further Assurances	23
	10.14	Other Agreements	24
	10.15	Additional Parties.	24
	10.16	Termination of the Current Rights Agreement.	24

THIRD AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated March 21, 2007, is by and among MAP Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), the investor stockholders listed on Schedule 1 hereto (the ?Investors?) and the stockholders listed on Schedule 2 hereto (the ?Founding Stockholders?).

WHEREAS, pursuant to the Stock Purchase Agreement, dated as of the date hereof (the ?Series D Stock Purchase Agreement?), by and among the Company and the Investors, the Company has agreed to issue and sell to the Investors an aggregate of 6,989,582 shares of Series D Convertible Participating Preferred Stock, par value $0.01 per share, of the Company (the ?Series D Preferred Stock?);

WHEREAS, pursuant to the Stock Purchase Agreement, dated as of January 19, 2006 (the ?Series C Stock Purchase Agreement?), by and among the Company and certain of the Investors, the Company issued and sold an aggregate of 6,011,904 shares of Series C Convertible Participating Preferred Stock, par value $0.01 per share, of the Company (the ?Series C Preferred Stock?)

WHEREAS, pursuant to the Stock Purchase Agreement, dated as of August 13, 2004 (the ?Series B Stock Purchase Agreement?), by and between the Company and certain of the Investors, the Company issued and sold an aggregate of 8,282,223 shares (after giving effect to the 9-for-1 forward stock split effected on June 16, 2005) of Series B Convertible Participating Preferred Stock, par value $0.01 per share, of the Company (the ?Series B Preferred Stock?);

WHEREAS, pursuant to the Stock Purchase Agreement, dated as of March 3, 2004 (the ?Series A Stock Purchase Agreement?), by and between the Company and one of the Investors, the Company issued and sold an aggregate of 1,080,000 shares (after giving effect to the 9-for-1 forward stock split effected on June 16, 2005) of Series A Convertible Participating Preferred Stock, par value $0.01 per share, of the Company (the ?Series A Preferred Stock?);

WHEREAS, the Company, certain of the Investors and the Founding Stockholders are parties to that certain Second Amended and Restated Registration Rights Agreement dated as of January 19, 2006 (the ?Current Rights Agreement?);

WHEREAS, concurrently herewith, the Company, the Investors and the Founding Stockholders (as hereinafter defined) are entering into the Restated Stockholders Agreement (as hereinafter defined), pursuant to which the parties thereto have agreed to, among other things, certain first offer and tag-along rights, preemptive rights and certain corporate governance rights and obligations; and

WHEREAS, in order to induce each of the Investors to purchase its shares of Series D Preferred Stock, and to induce the parties hereto to enter into the Restated

Stockholders Agreement with respect to such shares of Preferred Stock, the Company and the parties hereto wish to amend and restate the Current Rights Agreement in its entirety as set forth herein, and the Company agrees to grant registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto amend, restate, supersede and replace the Current Rights Agreement in its entirety and agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

?Affiliate? shall mean any Person who is an ?affiliate? as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. In addition, any partner or member, as the case may be, of an Investor, and any Person under common management with an Investor, shall be deemed to be an Affiliate of such Investor.

?Agreement? means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof.

?Approved Underwriter? has the meaning set forth in Section 3.6.

?Board of Directors? means the board of directors of the Company.

?Business Day? means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close.

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