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EXHIBIT 10.1
CONNETICS CORPORATION
COMMON STOCK PURCHASE AGREEMENT
APRIL 10, 1998
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CONNETICS CORPORATION
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the "Agreement") is entered into
as of this 10th day of April, 1998, among Connetics Corporation, a Delaware
corporation (the "Company") and Alta BioPharma Partners, L.P., Connetics
Partners (Alta Bio), LLC and Alta Embarcadero BioPharma, LLC (each a "Purchaser"
and together the "Purchasers").
SECTION 1
SALE OF COMMON STOCK
1.1 SALE OF COMMON STOCK. Subject to the terms and conditions
hereof, on the Closing Date, as defined below, the Company will issue and sell
to the Purchasers, and the Purchasers will purchase from the Company, an
aggregate of 2,162,163 shares of Common Stock, par value $0.001 per share, of
the Company (the "Common Stock"), for an aggregate purchase price of
$10,000,003.88. The number of shares of Common Stock to be purchased and the
purchase price to be paid by each Purchaser are as follows:
PURCHASER NUMBER OF SHARES PURCHASE PRICE
--------- ---------------- --------------
Alta BioPharma Partners, L.P. 1,367,712 $6,325,668.00
Connetics Partners (Alta Bio), LLC 745,264 $3,446,846.00
Alta Embarcadero BioPharma, LLC 49,187 $227,489.88
1.2 CLOSING DATE. The closing (the "Closing") of the purchase and
sale of the Common Stock shall be held at the offices of Venture Law Group, ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 10:00 a.m. on April 10, 1998 or at
such other time and place upon which the Company and the Purchasers shall
mutually agree (the date of the Closing is hereinafter referred to as the
"Closing Date").
1.3 DELIVERY. At the Closing, the Company will deliver to each
Purchaser a certificate or certificates representing the shares of Common Stock
purchased by such Purchaser, against payment of the purchase price therefor, by
wire transfer or certified or cashier's check drawn on a United States ("U.S.")
bank.
1.4 LEGEND. The certificate or certificates for the Common Stock
shall be subject to a legend restricting transfer under the Securities Act of
1933, as amended (the "Securities Act") and referring to restrictions on
transfer herein, such legend to be substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE
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SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (B) AN
OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (C) FULL COMPLIANCE WITH
THE PROVISIONS OF RULE 144 UNDER THE ACT."
1.5 REMOVAL OF LEGENDS. Any legend endorsed on a certificate
pursuant to Section 1.4 hereof shall be removed (i) if the shares of the Common
Stock represented by such certificate shall have been effectively registered
under the Securities Act or otherwise lawfully sold in a public transaction,
(ii) if such shares may be transferred in compliance with Rule 144(k)
promulgated under the Securities Act, or (iii) if the holder of such shares
shall have provided the Company with an opinion of counsel, in form and
substance acceptable to the Company, stating that a public sale, transfer or
assignment of such shares may be made without registration.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchasers that:
2.1 ORGANIZATION. The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware and is in good standing
under such laws. The Company has requisite corporate power and authority to own,
lease and operate its properties and assets, and to carry on its business as
presently conducted and as proposed to be conducted. The Company is qualified to
do business as a foreign corporation in each jurisdiction in which the ownership
of its property or the nature of its business requires such qualification,
except where failure to so qualify would not have a materially adverse effect on
the Company.
2.2 AUTHORIZATION. The Company has all corporate right, power and
authority to enter into this Agreement and the Registration Rights Agreement
substantially in the form attached hereto as Exhibit A (the "Registration Rights
Agreement") and to consummate the transactions contemplated hereby and thereby.
All corporate action on the part of the Company, its directors and stockholders
necessary for the authorization, execution, delivery and performance of this
Agreement and the Registration Rights Agreement by the Company, and the
authorization, sale, issuance and delivery of the Common Stock and the
performance of the Company's obligations hereunder and under the Registration
Rights Agreement has been taken. This Agreement and the Registration Rights
Agreement have been duly executed and delivered by the Company and constitute
legal, valid and binding obligations of the Company enforceable in accordance
with their respective terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy as they may apply to Section 1.6 of the
Registration Rights Agreement. Upon issuance and delivery pursuant to this
Agreement, all of the Common Stock will be duly and validly issued, fully paid
and nonassessable and free and clear of any liens and encumbrances. There are no
statutory,
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contractual or other preemptive rights or rights of first refusal with respect
to the issuance and sale of the Common Stock.
2.3 VALIDITY OF SECURITIES. The Common Stock, when issued, sold and
delivered by the Company in accordance with the terms of this Agreement, will be
duly and validly issued, fully-paid and nonassessable. The issuance, sale and
delivery of the Common Stock are not subject to preemptive or any similar rights
of the Stockholders of the Company or any liens or encumbrances arising through
the Company. Based in part upon the representations of the Purchasers in this
Agreement, the offer, sale and issuance of the Common Stock will be made in
compliance with all applicable federal and state securities laws.
2.4 CAPITALIZATION. The authorized capital stock of the Company
consists of 50,000,000 shares of Common Stock, $0.001 par value, of which at
March 31, 1998, 13,518,150 shares were issued and outstanding, and 5,000,000
shares of Preferred Stock, $0.001 par value. The Company's Board of Directors
has authorized the creation of 90,000 shares of Series B Preferred Stock for
potential issuance under the Company's stockholder rights plan. Since March 31,
1998 no shares of the Company's Common or Preferred Stock have been issued,
except pursuant to the exercise of options or warrants outstanding as of March
31, 1998. All such issued and outstanding shares have been duly authorized and
validly issued and are fully paid and nonassessable. In addition to the
foregoing, the Company has reserved and outstanding the following warrants,
rights, options and convertible securities: (i) warrants for the purchase of
18,395 shares of Common Stock at an exercise price of $4.89 per share, which
warrants expire in February 2001; (ii) warrants for the purchase of 22,728
shares of Common Stock at an exercise price of $11.00 per share, which warrants
expire in December 2000; (iii) warrants for the purchase of 73,071 shares of
Common Stock at an exercise price of $5.78, which warrants expire in December
2002; (iv) warrants for the purchase of 20,000 shares of Common Stock at an
exercise price of $7.43 per share, which warrants expire in December, 2001; (v)
warrants for the purchase of 250,000 shares of Common Stock at an exercise price
of $8.25 per share, which warrants expire in January 2002; (vi) warrants for the
purchase of 905,000 shares of Common Stock at an exercise price of $9.08 per
share, which warrants expire in May, 2001; (vii) warrants for the purchase of
6,000 shares of Common Stock at an exercise price of $6.00 per share, which
warrants expire in January, 2003; (viii) 2,600,000 shares reserved for issuance
pursuant to the Company's 1994 Stock Plan (including an increase of 600,000
shares which is subject to stockholder approval at the annual meeting of the
Company's stockholders to be held on May 22, 1998), of which, at March 31, 1998,
options (net of repurchases) to purchase 311,289 shares had been exercised,
options to purchase 1,779,405 shares were outstanding and 509,306 shares
remained available for future grant; (ix) 500,000 shares reserved for issuance
pursuant to the Company's 1995 Employee Stock Purchase Plan (including an
increase of 400,000 shares which is subject to stockholder approval at the
annual meeting of the Company's stockholders to be held on May 22, 1998), of
which, at March 31, 1998, 53,853 shares had been issued; (x) 250,000 shares
reserved for issuance under the Company's 1995 Directors' Stock Option Plan
(including an increase of 100,000 shares which is subject to stockholder
approval at the annual meeting of the Company's stockholders to be held on May
22, 1998), of which, at March 31, 1998, 105,000 options had been granted; and
(xi) a commitment from ▇▇▇▇▇▇ Capital LLC to purchase up to $25 million of
Common Stock over a three-year period beginning on or before December 1, 1997.
In
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addition, the Company may be obligated to issue additional shares to SmithKline
▇▇▇▇▇▇▇ Corporation on April 10, 1998 as part of the consideration paid for the
Company's acquisition of rights to Ridaura in December, 1996. Except as
described in this Section 2.2, there are no other options, warrants, conversion
privileges or other contractual rights presently outstanding to purchase or
otherwise acquire any authorized but unissued shares of the Company's capital
stock or other securities. All of the issued and outstanding securities of the
Company have been issued in compliance with all applicable federal and state
securities laws.
2.5 NO CONFLICT. The execution and delivery of this Agreement and
the Registration Rights Agreement do not, and the consummation of the
transactions contemplated hereby and thereby will not, conflict with, or result
in any violation of, or default (with or without notice or lapse of time, or
both), or give rise to a right of termination, cancellation or acceleration of
any obligation or to a loss of a material benefit, under, any provision of the
Certificate of Incorporation or Bylaws of the Company or any mortgage,
indenture, lease or other agreement or instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to the Company, its properties or assets, which conflict,
violation, default or right would have a material adverse effect on the
business, properties, prospects or financial condition of the Company.
2.6 ACCURACY OF REPORTS; FINANCIAL STATEMENTS. All reports required
to be filed with the Securities and Exchange Commission (the "SEC") by the
Company from February 1, 1996 (the date of the Company's initial public
offering) through the date of this Agreement under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), copies of which have been made
available to each Purchaser (the "SEC Documents"), have been duly and timely
filed, were in substantial compliance with the requirements of their respective
forms when filed, were complete and correct in all material respects as of the
dates at which the information was furnished, and contained (as of such dates)
no untrue statement of a material fact nor omitted to state a material fact
necessary in order to make the statements made therein in light of the
circumstances in which made not misleading. The financial statements of the
Company included in the SEC Documents (the "Financial Statements") comply as to
form in all material respects with applicable accounting requirements and with
the published rules and regulations of the SEC with respect thereto. The
Financial Statements have been prepared in accordance with generally accepted
accounting principles consistently applied and fairly present the consolidated
financial position of the Company and any subsidiaries at the dates thereof and
the consolidated results of operations and consolidated cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal,
recurring adjustments).
2.7 CHANGES. Since March 20, 1998, (the date on which the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 was filed with
the SEC), there has not been (a) any incurrence by the Company of any material
liability, absolute or contingent, or (b) any event or condition of any
character that has materially and adversely affected or might materially and
adversely affect the business, properties, prospects or financial condition of
the Company (as such business is presently conducted and as it is proposed to be
conducted). There is no material liability or contingency of the Company that is
not disclosed in the SEC Documents.
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2.8 GOVERNMENTAL CONSENTS, ETC. No consent, approval or
authorization of or designation, declaration or filing with any governmental
authority on the part of the Company is required in connection with the valid
execution and delivery of this Agreement or the Registration Rights Agreement,
or the consummation of any other transaction contemplated hereby and thereby,
except such filings as may be required to be made with the SEC, the National
Association of Securities Dealers, Inc. ("NASD") and with governmental
authorities for purposes of effecting compliance with the securities and blue
sky laws in the states in which Common Stock is offered and/or sold, which
compliance will be effected in accordance with such laws.
2.9 LITIGATION. There is no pending or, to the best of the Company's
knowledge, threatened lawsuit, administrative proceeding, arbitration, labor
dispute or governmental investigation ("Litigation") to which the Company is a
party or by which any material portion of its assets, taken as a whole, may be
bound, nor is the Company aware of any basis therefor, which Litigation, if
adversely determined, would have a material adverse effect on the business,
properties, prospects or financial condition of the Company.
2.10 INTELLECTUAL PROPERTY. To its knowledge, and except as disclosed
in the SEC Documents, the Company owns or possesses sufficient legal rights to
all patents, trademarks, service marks, tradenames, copyrights, trade secrets,
licenses, information and proprietary rights and processes necessary for its
business as now conducted and as proposed to be conducted, without infringement
of any rights of a third party. The Company has not received any communications
alleging that the Company has violated or, by conducting its business as
proposed, would violate any of the patents, trademarks, service marks,
tradenames, copyrights, trade secrets or other proprietary rights or processes
of any other person or entity, which violation would have a material adverse
effect on the business, properties, prospects or financial condition of the
Company. Except as disclosed in the SEC Documents, the Company has not granted
(nor has the Company licensed from a third party) any material rights to or
licenses to its patents, trademarks, service marks, tradenames, copyrights,
trade secrets or other proprietary rights or processes.
2.11 REGISTRATION RIGHTS. Except as provided in the Registration
Rights Agreement and as disclosed in the SEC Documents, the Company has not
granted or agreed to grant any rights to register its securities under the
Securities Act, including piggy-back rights, to any person or entity.
2.12 NO MATERIAL DEFAULT. The Company is not in violation of or
default under any provision of (a) its Certificate of Incorporation or Bylaws or
(b) any mortgage, indenture, lease or other agreement or instrument, permit,
concession, franchise or license to which it is a party or by which it is bound
or (c) any federal or state judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to the Company, except with respect to clauses (b)
and (c) above, such violations or defaults as would not have a material adverse
effect on the business, properties, prospects or financial condition of the
Company.
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2.13 DISCLOSURE. No representation or warranty of the Company
contained in this Agreement or the exhibits attached hereto (when read together
and taken as a whole), contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements contained
herein or therein in light of the circumstances under which they were made not
misleading.
2.14 SOLVENCY; NO DEFAULT. As of this date the Company has sufficient
funds and cash flow to pay its debts and other liabilities as they become due,
and the Company is not in default with respect to any material debt or
liability.
2.15 RIGHTS OF COMMON STOCK. The Common Stock shall have the rights,
preferences, privileges and restrictions provided in the Company's Amended and
Restated Certificate of Incorporation.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser hereby represents and warrants to the Company as follows:
3.1 INVESTMENT. Purchaser is acquiring the Common Stock for
investment for its own account, not as a nominee or agent and not with a view to
or for resale in connection with any distribution thereof. Purchaser understands
that the Common Stock purchased by such Purchaser from the Company pursuant to
this Agreement has not been registered under the Securities Act by reason of a
specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of such Purchaser's
investment intent and the accuracy of such Purchaser's representations as
expressed herein.
3.2 ACCREDITED INVESTOR. Each Purchaser is an "accredited investor"
as defined by Rule 501(a) under the Securities Act of 1933, as amended (the
"Securities Act"). The SEC documents have been made available to each Purchaser,
and each Purchaser has received all the information it has requested regarding
the Company. Each Purchaser has such business and financial experience as is
required to give it the capacity to protect its own interests in connection with
the purchase of the Common Stock.
3.3 AUTHORITY. This Agreement and the Registration Rights Agreement
have been duly executed and delivered by each Purchaser and constitute legal,
valid and binding obligations of the Purchasers, enforceable in accordance with
their respective terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy as they may apply to Section 1.6 of the
Registration Rights Agreement. The execution and delivery of this Agreement and
the Registration Rights Agreement do not, and the consummation of the
transactions contemplated hereby and thereby will not, conflict with or result
in any violation of any obligation under any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to the Purchasers.
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3.4 GOVERNMENT CONSENTS, ETC. No consent, approval or authorization
of or designation, declaration or filing with any governmental authority on the
part of the Purchasers is required in connection with the valid execution and
delivery of this Agreement, or the offer, sale or issuance of the Common Stock,
or the consummation of any other transaction contemplated hereby.
3.5 INVESTIGATION. Each Purchaser has had a reasonable opportunity
to discuss the Company's business, management and financial affairs with the
Company's management.
SECTION 4
CONDITIONS TO OBLIGATIONS OF THE PURCHASERS
The obligations of each Purchaser to the Company under this Agreement
are subject to the fulfillment, on or before the Closing, of each of the
following conditions, unless otherwise waived:
4.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 2 shall be true and correct in all
material respects on the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date.
4.2 COVENANTS. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.
4.3 NO ORDER PENDING. There shall not then be in effect any order
enjoining or restraining the transactions contemplated by this Agreement.
4.4 NO LAW PROHIBITING OR RESTRICTING SALE. There shall not be in
effect any law, rule or regulation prohibiting or restricting such sale, or
requiring any consent or approval of any person which shall not have been
obtained to issue the Common Stock (except as otherwise referenced in this
Agreement).
4.5 COMPLIANCE CERTIFICATE. The Company shall have delivered to the
Purchasers a certificate substantially in the form attached as Exhibit B hereto,
executed by a duly authorized officer, dated the Closing Date, and certifying to
the fulfillment of the conditions specified in Sections 4.1 and 4.2.
4.6 REGISTRATION RIGHTS AGREEMENT. On or before the Closing, the
Company and the Purchasers shall have executed and delivered a counterpart of
the Registration Rights Agreement.
4.7 OPINION OF COMPANY COUNSEL. The Purchasers shall have received
from Venture Law Group, counsel for the Company, an opinion addressed to the
Purchasers, dated the Closing Date, in substantially the form attached as
Exhibit C hereto.
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SECTION 5
CONDITIONS TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under this Agreement are subject to the
fulfillment on or prior to the Closing of each of the following conditions,
unless otherwise waived:
5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Purchasers in Section 3 hereof shall be true and correct
in all material respects on and as of the Closing Date with the same effect as
though such representations and warranties had been made on and as of the
Closing Date.
5.2 PERFORMANCE. All covenants, agreements and conditions contained
in this Agreement to be performed by the Purchasers on or prior to the Closing
Date shall have been performed or complied with in all material respects.
5.3 NO ORDER PENDING. There shall not then be in effect any order
enjoining or restraining the transactions contemplated by this Agreement.
5.4 NO LAW PROHIBITING OR RESTRICTING SUCH SALE. There shall not be
in effect any law, rule or regulation prohibiting or restricting such sale, or
requiring any consent or approval of any person which shall not have been
obtained to issue the Common Stock (except as otherwise provided in this
Agreement).
SECTION 6
MISCELLANEOUS
6.1 GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.
6.2 SURVIVAL. Unless otherwise set forth in this Agreement, the
warranties, representations and covenants of the Company and the Purchasers
contained in or made pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the Closing.
6.3 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
6.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Registration
Rights Agreement and the other documents delivered pursuant hereto constitute
the full and entire understanding and agreement between the parties with regard
to the subject matter hereof and thereof and supersede all prior agreements and
understandings among the parties relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against which
enforcement of any such amendment, waiver, discharge or termination is sought.
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6.5 NOTICES AND DATES. Unless otherwise provided herein, any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier and
addressed to the party to be notified at such party's address as set forth on
the signature page hereto or as subsequently modified by written notice. In the
event that any date provided for in this Agreement falls on a Saturday, Sunday
or legal holiday, such date shall be deemed extended to the next business day.
6.6 BROKERS.
(a) The Company has not engaged, consented to or authorized
any broker, finder or intermediary to act on its behalf, directly or indirectly,
as a broker, finder or intermediary in connection with the transactions
contemplated by this Agreement. The Company agrees to indemnify and hold
harmless the Purchasers from and against all fees, commissions or other payments
owing to any party acting on behalf of the Company hereunder.
(b) No Purchaser has engaged, consented to or authorized any
broker, finder or intermediary to act on its behalf, directly or indirectly, as
a broker, finder or intermediary in connection with the transactions
contemplated by this Agreement. Each Purchaser hereby agrees to indemnify and
hold harmless the Company from and against all fees, commissions or other
payments owing to any party acting on behalf of such Purchaser hereunder.
6.7 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
6.8 COSTS AND EXPENSES. Irrespective of whether the Closing is
effected, the Company shall pay all costs and expenses that it incurs with
respect to the negotiation, execution, delivery and performance of this
Agreement. If the Closing is effected, the Company shall, at the Closing,
reimburse the reasonable fees of Pillsbury Madison & Sutro LLP, counsel for the
Purchasers, and upon receipt of a ▇▇▇▇ therefor, shall reimburse the
out-of-pocket expenses of such counsel, provided that such fees and expenses
shall not exceed $7,500.
6.9 NO THIRD PARTY RIGHTS. Nothing in this Agreement shall create or
be deemed to create any rights in any person or entity not a party to this
Agreement.
6.10 CAPTIONS AND HEADINGS. The captions and headings used herein are
for convenience and ease of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
6.11 COUNTERPARTS. This Agreement may be executed in counterparts,
and each such counterpart shall be deemed an original for all purposes.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date aforesaid.
CONNETICS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
INVESTORS:
ALTA BIOPHARMA PARTNERS, L.P.
BY: ALTA BIOPHARMA MANAGEMENT, LLC
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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MANAGING DIRECTOR
ALTA EMBARCADERO BIOPHARMA, LLC
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
MEMBER
CONNETICS PARTNERS (ALTA BIO), LLC
BY: ALTA/CHASE BIOPHARMA MANAGEMENT, LLC
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
MEMBER
Address:
Alta Partners
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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EXHIBIT 10.1
EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
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EXHIBIT 10.1
EXHIBIT B
CONNETICS CORPORATION
COMPLIANCE CERTIFICATE
The undersigned, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, hereby certifies as follows:
1. The undersigned is the duly elected President and Chief
Executive Officer of Connetics Corporation, a Delaware corporation (the
"Company").
2. The representations and warranties of the Company set forth in
Section 2 of the Common Stock Purchase Agreement (the "Agreement") dated April
10, 1998 are true and correct in all material respects as though made on and as
of the date hereof.
3. The Company has performed and complied with all covenants,
agreements, obligations and conditions contained in the Agreement to be
performed by the Company on or prior to the Closing Date.
The undersigned has executed this Certificate this 10th day of April,
1998.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and Chief
Executive Officer
