EXHIBIT 10.6.1
FIRST AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT to the AMENDED and RESTATED REGISTRATION RIGHTS
AGREEMENT (the "First Amendment") is dated April __, 2000 by and among PARADIGM
GENETICS, INC., a DELAWARE corporation (the "Company"), XXXXXXX AGBIO CAPITAL
FUND, L.P.; INNOTECH INVESTMENTS LIMITED, INTERSOUTH PARTNERS III, L.P.,
INTERSOUTH PARTNERS IV, L.P., LION BIOSCIENCE AG, POLARIS VENTURE PARTNERS III,
L.P., POLARIS VENTURE PARTNERS, L.P., POLARIS VENTURE PARTNERS FOUNDERS' FUND,
L.P., BAY CITY CAPITAL FUND I, L.P., (collectively the "Investors") and XXXX X.
XXXXX, XXXX XXXXXXX, XXXXX X. XXXXXXX and XXXXX X. XXXXX, (collectively the
"Founders").
WITNESSETH:
WHEREAS, certain of the Investors (the "Series A Investors") and the
Company entered into the Registration Rights Agreement dated as of February 12,
1998 and amended as of March 6, 1998 and May 29, 1998 (the "Original
Registration Rights Agreement") in connection with the Series A Preferred Stock
Purchase Agreement dated as of February 12, 1998;
WHEREAS, certain of the Investors (the "Series B Investors") and the
Company amended and restated the Original Registration Rights Agreement in its
entirety by entering into an Amended and Restated Registration Rights dated as
of March 12, 1999 (the "Restated Registration Rights Agreement") in connection
with the Series B Preferred Stock Purchase Agreement dated as of March 12, 1999;
WHEREAS, certain of the Investors (the "Series C Investors") and the
Company amended and restated the Restated Registration Rights Agreement in its
entirety by entering into an Amended and Restated Registration Rights dated as
of January 21, 2000 (the "Restated Registration Rights Agreement") in connection
with the Series C Preferred Stock Purchase Agreement dated as of January 21,
2000;
WHEREAS, the Founders are holders of Common Stock of the Company;
WHEREAS, the Company and the parties to the Amended and Restated
Registration Rights Agreement agree to further amend the Amended and Restated
Registration Rights Agreement in order to revise certain provisions therein; and
WHEREAS, the provisions of the Amended and Restated Registration Rights
Agreement may be amended, waived, discharged or terminated by approval of the
1
holders of at least two-thirds of the Series A Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock voting together as a single class
constitute such requisite percentage necessary to approve the amendments
contained herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby amend the Amended and Restated Registration Rights
Agreement and agree as follows:
1. The conditions of "Termination of Registration Rights" set forth
specifically in Section 1.17(d) of Section 1 is hereby deleted and replaced
with the following:
(d) "three years after the closing of a firm commitment
underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, covering the
offer and sale of the Company's Common Stock at a price per share of
not less than $6.00 (as adjusted for stock splits, dividends,
combinations and the like effected after the date of this Agreement)
and an aggregate price to the public of not less than $20,000,000.
Such three-year period shall not include any period of time during
which adequate current public information, as defined in Rule 144(c)
promulgated under the Securities Act, is not available with respect to
the Company."
2. The parties hereby ratify and confirm all of the provisions of the
Amended and Restated Registration Rights Agreement, as amended April ____,
2000 and as further amended hereby, and agree and acknowledge that the same
as so amended remains in full force and effect.
3. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
its conflicts of law provisions.
This First Amendment may be executed in multiple counterparts and shall be
and constitute the valid agreement of all of the parties executing the same
(even if some of the persons or institutions whose names are reflected on the
signature pages attached to this First Amendment do not execute this First
Amendment) with respect to any one or more of the provisions of this First
Amendment set forth above at such time as this First Amendment has been executed
by those parties whose execution of this First Amendment is required under the
terms of the Amended and Restated Registration Rights Agreement, as amended, to
make such provisions effective.
Executed as of the date above written.
2
COMPANY
-------
PARADIGM GENETICS, INC.
By: _____________________________
Name: __________________________
Title: ___________________________
INVESTORS:
----------
THE XXXXXXX AGBIO CAPITAL FUND, L.P.
By: _____________________________
Name: __________________________
Title: ___________________________
INNOTECH INVESTMENTS LIMITED
By: _____________________________
Name: __________________________
Title: ___________________________
INTERSOUTH PARTNERS IV, L.P.
By: _____________________________
Name: __________________________
Title: ___________________________
INTERSOUTH PARTNERS III, L.P.
By: _____________________________
Name: __________________________
Title: ___________________________
LION BIOSCIENCE AG
By: _____________________________
Name: __________________________
Title: ___________________________
POLARIS VENTURE PARTNERS III, L.P.
By: _____________________________
Name: __________________________
Title: ___________________________
3
POLARIS VENTURES FUND, L.P.
By: _____________________________
Name: __________________________
Title: ___________________________
POLARIS VENTURE PARTNERS FOUNDERS' FUND, L.P.
By: _____________________________
Name: __________________________
Title: ___________________________
THE BAY CITY CAPITAL FUND I, L.P.
By: _____________________________
Name: __________________________
Title: ___________________________
4
