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EX-4.3 8 f19109exv4w3.htm EXHIBIT 4.3 exv4w3

Exhibit 4.3

PERLEGEN SCIENCES, INC.

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 to the Second Amended and Restated Registration Rights Agreement is made as of December 22, 2005 (the “Effective Date”), between Perlegen Sciences, Inc. a Delaware corporation (the “Company”), and the holders of the Company’s Preferred Stock (each an “Prior Purchaser” and collectively the “Prior Purchasers”).

WHEREAS, the Company is entering into a Series D-1 Preferred Stock Purchase Agreement dated as of even date herewith (the “Series D-1 Purchase Agreement”), by and among the Company and Pfizer Overseas Pharmaceuticals (the “Purchaser”), that provides for, among other things, the sale by the Company and the purchase by the Purchaser of the Series D-1 Preferred Stock.

WHEREAS, the obligations in the Series D-1 Purchase Agreement are conditioned upon the execution and delivery of this Amendment;

WHEREAS, the Company and the Prior Purchasers are parties to that certain Second Amended and Restated Registration Rights Agreement, dated as of February 1, 2005 (the “Rights Agreement”);

WHEREAS, the Company and the Prior Purchasers desire to amend the Rights Agreement pursuant to Section 9(j) of the Rights Agreement to add the Purchaser as a party, to provide the Purchaser with the rights and obligations thereunder and to include the Series D-1 Preferred Stock (and the Common Stock resulting from conversion thereof) under the definition of Registrable Securities.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The Company and the Prior Purchasers holding a majority of the Registrable Securities (as defined in the Rights Agreement) hereby amend the Rights Agreement to include Pfizer Overseas Pharmaceuticals as a “Holder” thereunder and to include the Series D-1 Preferred Stock and the Common Stock issuable upon conversion of the Series D-1 Preferred Stock as “Registrable Securities” thereunder.

2. The definition of “Holder” set forth in Section 1(e) of the Rights Agreement shall be amended in its entirety as set forth below:

“‘Holder’ shall mean any person owning Registrable Securities and each of its respective successors and assigns who acquire Registrable Securities, in accordance with the terms of this Agreement.”

3. The definition of “Registrable Securities” set forth in Section 1(g) of the Rights Agreement shall be amended in its entirety as set forth below:

“‘Registrable Securities’ shall mean the Common Stock issued or issuable upon conversion of the Series A Stock, the Series B Stock, the Series C Stock, the Series D Stock, or Series D-1 Stock; and any securities issued successively in exchange for or in respect of any of the foregoing, whether pursuant to a merger or consolidation, as a result of any successive stock split or reclassification of, or stock dividend on, any of the foregoing or otherwise; provided, however, that such shares of Common Stock or securities shall cease to be Registrable Securities when (i) a registration statement registering such shares of Common Stock or securities, as the case may be, under the Securities Act has been declared effective and such shares of Common Stock or securities, as the case may be, have been sold or otherwise transferred by the Holder thereof pursuant to such effective registration statement, (ii) such shares of Common Stock or securities, as the case may be, are sold pursuant to Rule 144 (or any successor provision) promulgated under the Securities Act under circumstances in which any legend borne by such shares of Common Stock or securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company, or (iii) such shares of Common Stock or securities, as the case may be, are eligible for sale pursuant to subparagraph (k) of Rule 144 under the Securities Act.”

4. All notices and other communications under the Rights Agreement shall be made to Pfizer Overseas Pharmaceuticals at the address specified below and thereafter at such other address, notice of which is given in accordance with Section 9(e) of the Rights Agreement:

Pfizer Overseas Pharmaceuticals
2900 Cork Airport Business Park
Airport Road
Cork, Ireland
Attn: Legal Director

with copies to:

Pfizer Inc.
235 East 42^nd Street
New York, NY 10017
Attn: General Counsel

Pfizer Global Research and Development
50 Pequot Avenue
New London, CT 06320
Attn: General Counsel

5. The Rights Agreement as modified herein shall remain in full force and effect as so modified.

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The Parties have executed this Amendment No. 1 to the Second Amended and Restated Registration Rights Agreement as of the Effective Date.


		PERLEGEN SCIENCES, INC.

		By:		/s/ Brad A. Margus
		Name:		Brad A. Margus
		Title:		President and Chief Executive Officer

		Address:
		Perlegen Sciences, Inc.
		2021 Stierlin Court
		Mountain View, California 94043