AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement (this Agreement) is made and entered into as of February 4, 2020, between Aimmune Therapeutics, Inc., a Delaware corporation (the Company), and Nestle Health Science US Holdings, Inc., a Delaware corporation (the Purchaser).
WHEREAS, the Purchaser is purchasing shares of the Companys Series A Preferred Stock and Common Stock pursuant to that certain Securities Purchase Agreement, dated as of February 4, 2020, between the Company and the Purchaser (the Purchase Agreement);
WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement; and
WHEREAS, the Company and the Purchaser are parties to that certain Amended and Restated Registration Rights Agreement, dated as of November 11, 2018 (the Prior Agreement) and desire to amend and restate the Prior Agreement to accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:
Advice shall have the meaning set forth in Section 7(c).
Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act.
Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Commission means the United States Securities and Exchange Commission, or any successor entity or entities, including, if applicable, the staff of the Commission.
Common Stock means the common stock, par value $0.0001 per share, of the Company.