Amendment No. 4 to Amended and Restated Stockholders Agreement by and among Praecis Pharmaceuticals Incorporated and Certain Stockholders

Summary

This amendment updates the existing Stockholders Agreement between Praecis Pharmaceuticals Incorporated and its stockholders following the company's initial public offering. It revises certain registration rights, clarifies the definition of registrable securities, and modifies provisions regarding amendment procedures and successor rights. The amendment also specifies which sections of the agreement remain in effect after termination and details how rights can be assigned to affiliates. The changes are effective as of September 1, 2000, and are binding on all parties who have signed the amendment.

EX-10.7 4 a2029162zex-10_7.txt EXHIBIT 10-7 Exhibit 10.7 AMENDMENT NO. 4 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMENDMENT NO. 4 dated and effective as of September 1, 2000, to Amended and Restated Stockholders Agreement dated as of April 30, 1998 by and among PRAECIS PHARMACEUTICALS INCORPORATED, a Delaware corporation (the "Company"), and the Stockholders of the Company referred to therein, as amended by Amendment No. 1 dated as of May 14, 1998, Amendment No. 2 dated as of July 21, 1998 and Amendment No. 3 dated as of January 31, 2000 (the "Stockholders Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Stockholders Agreement. Article 8 of the Stockholders Agreement provides that upon the consummation of an Initial Public Offering, the Stockholders Agreement will terminate, except for certain specified provisions, including Article 6 which provides for certain demand and piggyback registration rights and certain obligations in connection therewith. The Company consummated an Initial Public Offering on May 2, 2000, and the Company and the Stockholders who or which have executed this Amendment No. 4 desire to amend certain surviving provisions of the Stockholders Agreement as provided herein. This Amendment No. 4 has been duly executed by the Company and by Stockholders holding the requisite number of shares of Common Stock required by Section 9.2 of the Stockholders Agreement. In consideration of the foregoing, the parties hereto, intending to be legally bound, hereby agree as follows: 1. AMENDMENT OF SECTION 6.1 (K). Section 6.1(k) of the Stockholders Agreement is hereby amended in its entirety to read as follows: "(k) Notwithstanding the foregoing, in the event that the Company intends to commence a public offering of securities and the Board, with the concurrence of a majority of directors who are not employees of the Company, determines that a registration request under this Section 6.1 should be deferred, the Company shall so notify the holders of Registrable Securities in writing and such holders shall be deemed to have waived their rights to demand registration under this Section 6.1 for a period of 120 days following such notice." 2. DELETION OF SECTION 6.3(C). Section 6.3(c) is hereby deleted in its entirety, and, solely to preserve the correctness of prior numbering and cross-references to other Sections of the Stockholders Agreement, the following is inserted in lieu thereof: "(c) [Intentionally omitted]" 3. AMENDMENT OF DEFINITION OF "REGISTRABLE SECURITIES". For all purposes of the Stockholders Agreement, clause (ii) of the second sentence of the definition of "Registrable Securities" shall be amended to read as follows: "(ii) they shall have been transferred pursuant to Rule 144 or are eligible to be transferred pursuant to Rule 144(k) or any successor provision," 4. AMENDMENT OF SECTION 8.1(C). Section 8.1(c) of the Stockholders Agreement is hereby amended in its entirety to read as follows: "(c) The provisions set forth in Article 6, this Section 8.1(c) and Article 9 shall survive the termination of Agreement, provided, however, that at the close of business on September 1, 2000, Section 6.2, and all rights and obligations thereunder, shall automatically terminate and be of no further force or effect." 5. AMENDMENT OF SECTION 9.1. Section 9.1 of the Stockholders Agreement is hereby amended in its entirety to read as follows: "Section 9.1 SUCCESSORS AND ASSIGNS. The terms and provisions of this Agreement, to the extent still in effect, shall be binding upon, and shall inure solely to the benefit of and be enforceable solely by, the parties hereto (including any nominee of a Stockholder which holds Common Stock in its name which is beneficially owned by such Stockholder), except that the rights of a Stockholder under Article 6 shall be assignable to an Affiliate of such Stockholder to whom or which a Stockholder has transferred Registrable Securities (if and for so long as such Affiliate continues to hold Registrable Securities), provided the transferring Stockholder has notified the Company in writing of such transfer and such Affiliate has agreed in writing with the Company to be bound by this Agreement to the extent still in effect. Any breach of any of the terms or provisions of this Agreement by a nominee of any Stockholder shall be deemed a breach of this Agreement by such Stockholder." 6. AMENDMENT OF SECTION 9.2. The first paragraph of Section 9.2 of the Stockholders Agreement is hereby amended in its entirety to read as follows: 2 "(a) This Agreement may be amended only by a written instrument duly executed by (i) the Company and (ii) Stockholders who own at least 66_% of the Registrable Securities, provided that notwithstanding the foregoing, without the prior consent or approval of the holders of a majority of the Registrable Securities consisting of shares of Common Stock into which the shares of Series E Preferred Stock were converted upon consummation of the Company's Initial Public Offering (the holders of such Registrable Securities being referred to as the "Series E Pre-IPO Preferred Stockholders"), this Agreement may not be amended if such proposed amendment affects the rights under this Agreement (to the extent still in effect) of the Series E Pre-IPO Preferred Stockholders who hold Registrable Securities but does not so affect the rights of Stockholders holding Registrable Securities consisting of shares of Common Stock into which shares of Series C Preferred Stock or Series D Preferred Stock were converted upon consummation of the Company's Initial Public Offering." 7. COUNTERPARTS. This Amendment No. 4 may be signed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 3 IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 to the Amended and Restated Stockholders Agreement as of the date first written above. PRAECIS PHARMACEUTICALS INCORPORATED By /s/ Malcom L. Gefter --------------------------------- Name: Title: /s/ Malcom L. Gefter --------------------------------- Malcolm L. Gefter ETHAN R. SIGNER AND LAURA KARP By /s/ Ethan R. Signer --------------------------------- Ethan R. Signer By /s/ Laura Karp --------------------------------- Laura Karp /s/ A. Donny Strosberg --------------------------------- A. Donny Strosberg MASSACHUSETTS INSTITUTE OF TECHNOLOGY By /s/ Allan S. Bufferd --------------------------------- Name: Allan S. Bufferd Title: Treasurer 4 CANAAN VENTURES II LIMITED PARTNERSHIP By: Canaan Venture Partners II L.P. By /s/ Harry T. Rein --------------------------------- Name: Harry T. Rein Title: Managing General Partner CANAAN VENTURES II OFFSHORE C.V. By: Canaan Venture Partners II L.P. By /s/ Harry T. Rein --------------------------------- Name: Harry T. Rein Title: Managing General Partner CHASE VENTURE CAPITAL ASSOCIATES, LLC By: CHASE CAPITAL PARTNERS Its General Partner By /s/ Damion E. Wicker --------------------------------- Name: Damion E. Wicker, M.D. Title: General Partner GREYLOCK LIMITED PARTNERSHIP By /s/ Henry F. McCance --------------------------------- Name: Title: 5 HIGHLAND CAPITAL PARTNERS II LIMITED PARTNERSHIP By: Highland Management Partners II Limited Partnership Its General Partner By /s/ Wycliffe K. Grousbeck --------------------------------- Name: Wycliffe K. Grousbeck Title: 1985-1 WHITNEY TRUST, LLC By /s/ Sandra T. Cargill --------------------------------- Name: Sandra T. Cargill Title: Manager 1985-2 WHITNEY TRUST, LLC By /s/ Sandra T. Cargill --------------------------------- Name: Sandra T. Cargill Title: Manager WHITNEY ARTICLE 17 LLC By /s/ Sandra T. Cargill --------------------------------- Name: Sandra T. Cargill Title: Manager APHRODITE ASSOCIATES US TRUST COMPANY OF NEW YORK, AGENT By /s/ Sandra T. Cargill --------------------------------- Name: Sandra T. Cargill Title: Managing Director 6 WHITNEY 1990 EQUITY FUND, L.P. By /s/ William Laverack, Jr. --------------------------------- Name: William Laverack, Jr. Title: General Partner /s/ Sherryl W. Hossack --------------------------------- Ronald L. Perkins By Sherryl W. Hossack Under Power of Attorney /s/ James C. Gaither --------------------------------- James C. Gaither SUTTER HILL VENTURES By /s/ G. Leonard Baker, Jr. --------------------------------- Name: G. Leonard Baker, Jr. Title: Managing Director of the General Partner /s/ G. Leonard Baker, Jr. --------------------------------- G. Leonard Baker, Jr. SAUNDERS HOLDINGS, L.P. By /s/ G. Leonard Baker, Jr. --------------------------------- Name: G. Leonard Baker, Jr. Title: General Partner 7 WELLS FARGO BANK, TRUSTEE SHV M/P/T FBO G. Leonard Baker, Jr. By /s/ Evan Hodgens --------------------------------- Name: Evan Hodgens Title: Vice President /s/ David L. Anderson --------------------------------- David L. Anderson DAVID L. ANDERSON, TRUSTEE OF THE ANDERSON LIVING TRUST, 1/22/98 By /s/ David L. Anderson --------------------------------- Name: David L. Anderson Title: Trustee WELLS FARGO BANK, TRUSTEE SHV M/P/T FBO David Anderson By --------------------------------- Name: Title: PAUL M. WYTHES AND MARSHA R. WYTHES, TRUSTEES OF THE WYTHES LIVING TRUST 7/21/87 By /s/ Paul M. Wythes --------------------------------- Name: Paul M. Wythes Title: Trustee 8 THE WYTHES 1999 GRANDCHILDRENS' TRUST, JENNIFER W. VETTEL, PAUL M. WYTHES, JR. AND LINDA W. KNOLL, TRUSTEES By /s/ Sherryl W. Hossack --------------------------------- Name: Title: By Sherryl W. Hossack Under Power of Attorney TOW PARTNERS By /s/ Paul M. Wythes --------------------------------- Name: Paul M. Wythes Title: General Partner /s/ William H. Younger, Jr. --------------------------------- William H. Younger, Jr. WILLIAM H. YOUNGER, JR. TRUSTEE OF THE YOUNGER LIVING TRUST 1/20/95 By /s/ William H. Younger, Jr. --------------------------------- Name: William H. Younger, Jr. Title: Trustee /s/ Tench Coxe --------------------------------- Tench Coxe 9 TENCH COXE, TRUSTEE OF THE COXE/OTUS REVOCABLE TRUST, 4/23/98 By /s/ Tench Coxe --------------------------------- Name: Tench Coxe Title: Trustee SUTTER HILL ENTREPRENEURS FUND (AI), LP By /s/ G. Leonard Baker, Jr. --------------------------------- Name: G. Leonard Baker, Jr. Title: Managing Director of the General Partner SUTTER HILL ENTREPRENEURS FUND (QP), LP By /s/ G. Leonard Baker, Jr. --------------------------------- Name: G. Leonard Baker, Jr. Title: Managing Director of the General Partner VULCAN VENTURES, INC. By /s/ William D. Savoy --------------------------------- Name: William D. Savoy Title: President * --------------------------------- Albert L. Zesiger 10 CITY OF STAMFORD FIREMEN'S PENSIONS FUND By * --------------------------------- Name: Title: DEAN WITTER FOUNDATION By * --------------------------------- Name: Title: * --------------------------------- Susan U. Halpern FERRIS F. HAMILTON FAMILY TRUST By * --------------------------------- Name: Title: HBL CHARITABLE UNITRUST By * --------------------------------- Name: Title: * --------------------------------- William B. Lazar * --------------------------------- Jeanne Morency 11 * --------------------------------- Helen Hunt * --------------------------------- Leonard Kingsley WOLFSON INVESTMENT PARTNERS LP By * --------------------------------- Name: Title: MARY ANN HAMILTON TRUST By * --------------------------------- Name: Title: MORGAN TRUST CO. OF THE BAHAMAS LTD. By * --------------------------------- Name: Title: NORWALK EMPLOYEE PENSION FUND By * --------------------------------- Name: Title: ROANOKE COLLEGE By * --------------------------------- Name: Title: STATE OF OREGON PERS/ZCG 12 By * --------------------------------- Name: Title: TAB PRODUCTS COMPANY PENSION FUND By * --------------------------------- Name: Title: THE BREARLEY SCHOOL ENDOWMENT FUND By * --------------------------------- Name: Title: THE JENNIFER ALTMAN FOUNDATION By * --------------------------------- Name: Title: WELLS FAMILY LLC By * --------------------------------- Name: Title: TRUSTEES OF AMHERST COLLEGE By * --------------------------------- Name: Title: 13 CITY OF MILFORD PENSION & RETIREMENT FUND By * --------------------------------- Name: Title: PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO * = ZESIGER CAPITAL GROUP LLC AGENT & ATTORNEY-IN-FACT By /s/ Albert L. Zesiger By * ---------------------- -------------------------------- Name: Albert L. Zesiger Name: Title: VAN LOBEN SELS FOUNDATION By /s/ Toni Rembe --------------------------------- Name: Toni Rembe Title: President WARREN INVESTMENT GROUP LTD. LLC By /s/ Stephen R. Lippy --------------------------------- Name: Stephen R. Lippy Title: Member 14 WARREN OTOLOGIC PROFIT SHARING TRUST By /s/ Stephen R. Lippy --------------------------------- Name: Stephen R. Lippy Title: Asst. Sec. --------------------------------- Steven P. Bird COMDISCO, INC. By --------------------------------- Name: Title: ----------------------------------- Kevin J. McQuillan HLM PARTNERS, L.P. By --------------------------------- Name: Title: PHARMA/wHEALTH FUND By /s/ Samuel D. Isaly --------------------------------- Name: Samuel D. Isaly Title: Portfolio Manager ----------------------------------- Mary M. Raiser ----------------------------------- James Finnerty 15 ROBERT W. AND LAURIE KITTS By --------------------------------- Robert W. Kitts By --------------------------------- Laurie Kitts LANDMARK SECONDARY PARTNERS, L.P. By --------------------------------- Name: Title: GENSTAR INVESTMENT LLC By --------------------------------- Name: Title: QUANTUM INDUSTRIAL PARTNERS LDC By /s/ Michael C. Neuss --------------------------------- Name: Michael C. Neuss Title: Attorney-in-Fact 16