EX-4.2.2 First Amendment, dated as of August 1, 2005 to the Second Amended and Restated Stockholders Agreement

EX-4.2.2 5 b55380s1exv4w2w2.txt EX-4.2.2 FIRST AMENDMENT, DATED AS OF AUGUST 1, 2005 TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT EXHIBIT 4.2.2 PREDIX PHARMACEUTICALS HOLDINGS, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This First Amendment (the "Amendment") to the Second Amended and Restated Stockholders Agreement, dated January 21, 2005, by and between Predix Pharmaceuticals Holdings, Inc., a Delaware corporation (the "Company"), and certain Stockholders (the "Stockholders Agreement"), is made as of August 1, 2005, by and among the Company and the signatories hereto. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Stockholders Agreement. WHEREAS, the Company is contemplating an initial public offering of shares of its Common Stock; WHEREAS, Section 2(b) of the Stockholders Agreement provides certain Stockholders incidental registration rights (the "piggyback rights"); WHEREAS, the Stockholders Agreement may be modified, changed, discharged or terminated by the agreement of the Company and not less than 66 2/3% in interest of Series C Preferred Stock held by the Series C Preferred Stockholders; and WHEREAS, the Company and the signatories hereto (comprising not less than 66 2/3% in interest of Series C Preferred Stock held by the Series C Preferred Stockholders) believe that it is in the best interests of the Company and the Stockholders to amend Section 2(b)(i) of the Stockholders Agreement such that the piggyback rights of Section 2(b) do not apply to an Initial Public Offering. NOW THEREFORE, the Company and the signatories hereto, hereby agree to amend the Stockholders Agreement as follows: 1. AMENDMENT TO AGREEMENT. a. SECTION 2(b)(i) Section 2(b)(i) of the Stockholders Agreement is hereby amended by deleting the first sentence of such Section 2(b)(i) in its entirety and inserting in lieu thereof the following sentence: "If at any time subsequent to the expiration of any lock-up agreement that the Company's stockholders have entered into with the underwriters in connection with an Initial Public Offering the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed pursuant to Section 2(a) or on a Form S-4 or Form S-8 or similar or successor forms), the Company will, prior to such filing, give written notice to all Preferred Stockholders of its intention to do so." b. NO OTHER AMENDMENT Except as otherwise expressly set forth herein, all terms and conditions of the Stockholders Agreement shall remain in full force and effect. Except as expressly set forth herein, nothing herein shall be construed to be an amendment or a waiver of any requirements of the Stockholders Agreement. 2. MISCELLANEOUS. a. MODIFICATION AND AMENDMENT. This Amendment shall not be modified or amended except by an instrument in writing signed by or on behalf of the parties hereto. b. COUNTERPARTS. This Amendment may be executed in one or more counterparts each of which will be deemed an original, but all of which together shall constitute one and the same instrument. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ________________________________________ By its duly authorized officer: ________________________________________ Name: Title: New England Partners Capital, L.P. By: NEP Capital, LLC Its: General Partner By: /s/ Illegible ------------------------------------ Its: President IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ SHELLY D. GUYER ---------------------------------------- By its duly authorized officer: ________________________________________ Name: Shelly D. Guyer Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ FREDERICK FRANK ---------------------------------------- By its duly authorized officer: ________________________________________ Name: Frederick Frank Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN ------------------------------------------------ Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: AIM COUNSELOR SERIES TRUST, on behalf of its portfolio, AIM ADVANTAGE HEALTH SCIENCES FUND --------------------------------------------- By its duly authorized officer: /s/ J. PHILIP FERGUSON --------------------------------------------- Name: J. Philip Ferguson Title: Chief Investment Officer AIM Capital Management IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ ELI W. KAUFMAN ---------------------------------------- By its duly authorized officer: ________________________________________ Name: Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: The Yasuda Enterprise Development II, Limited Partnership --------------------------------------------- By its duly authorized officer: /s/ MINORU OKA --------------------------------------------- Name: Minoru Oka Title: President & Representative Director Yasuda Enterprise Development Co., Ltd. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ________________________________________ By its duly authorized officer: /s/ JEAN-MARC LESIEUR ---------------------------------------- Name: JEAN-MARC LESIEUR Title: HBM BioPartners Ltd. General partner of International Life Science Managers, L.P., General Partner of International Life Science Partners, L.P. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ASTELLAS VENTURE CAPITAL LLC ---------------------------------------- By its duly authorized officer: /s/ YOSHITAKA YONEYAMA ---------------------------------------- Name: YOSHITAKA YONEYAMA Title: PRESIDENT & CHIEF EXECUTIVE OFFICER IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ________________________________________ By its duly authorized officer: /s/ C. NELSON LONG JR. and TERESA G. LONG ----------------------------------------- Name: C. NELSON LONG, JR. + TERESA G. LONG Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ W. ELLIOTT WALDEN ---------------------------------------- By its duly authorized officer: W. Elliot Walden ---------------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ________________________________________ By its duly authorized officer: /s/ STELIOS PAPADOPOULOS ---------------------------------------- Name: Stelios Papadopoulos Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ________________________________________ By its duly authorized officer: /s/ JOSEPH H. FLOM ---------------------------------------- Name: Joseph H. Flom Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ DICKON AND LISA POWNALL-GRAY ---------------------------------------- By its duly authorized officer: Dickon and Lisa Pownall-Gray ---------------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN ------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ LEON D. GOULD ------------------------------------------- By its duly authorized officer: WHITEHALL FINANCIAL GROUP INC ------------------------------------------- Name: LEON D. GOULD Title: SECRETARY IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ CHARLENE LEDBETTER ----------------------------------- By its duly authorized officer: CHARLENE LEDBETTER ----------------------------------- Name: CHAIRMAN Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN ---------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ WALTER W. HESS, JR. --------------------------------- By its duly authorized officer: WALTER W. HESS, JR. --------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: Danziger Capital Partners ------------------------------ By its duly authorized officer: /s/ FREDERICK M. DANZIGER ------------------------------ Name: Frederick M. Danziger Title: General Partner IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ RICHARD M. DANZIGER ----------------------------------- By its duly authorized officer: ___________________________________ Name: Richard M. Danziger Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ GEORGE D. GOULD ------------------------------- By its duly authorized officer: George D. Gould ------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: DELAWARE CHARTER GUARANTEE TRUST, CUSTODIAN ROBERT F. SHAPIRO, IRA ---------------------------------- By its duly authorized officer: /s/ ROBERT F. SHAPIRO ---------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: NORTH FORK ASSOCIATES ------------------------------------ By its duly authorized officer: /s/ ROBERT F. SHAPIRO ------------------------------------ Name: Title: MANAGING PARTNER IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ________________________________________ By its duly authorized officer: /s/ ROBERT F. SHAPIRO --------------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ________________________________________ By its duly authorized officer: /s/ HAIM AVIV ---------------------------------------- Name: HAIM AVIV C/O AYELET AVIV Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: _______________________________ By its duly authorized officer: /s/ HAIM AVIV ------------------------------- Name: HAIM AVIV Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: ________________________________ By its duly authorized officer: /s/ HAIM AVIV -------------------------------- Name: c/o TZVI AVIV Title: IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: AEOW 96 LLC ------------------------------- By its duly authorized officer: /s/ BERNARD OSHER ------------------------------- Name: Bernard Osher Title: Partner IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: Forward Ventures V, LP ------------------------------- By its duly authorized officer: By Forward V Associates LLC /s/ STANDISH FLEMING ------------------------------- Name: Standish Fleming Title: Managing Member IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: S.R. One Limited --------------------------------- By its duly authorized officer: /s/ DONALD F. PARMAN --------------------------------- Name: Donald F. Parman Title: Vice President & Secretary IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: CMEA Ventures VI, L.P. CMEA Ventures VI GmbH & Co. KG CMEA Ventures Life Sciences 2000, L.P. CMEA Ventures Life Sciences 2000, Civil Law Partnership By: /s/ DAVID J. COLLIER ---------------------------------------- David J. Collier, MD, General Partner, CMEA Ventures VI Management, L.P., the General Partner of CMEA Ventures VI, L.P. General Partner, CMEA Ventures VI Management, L.P., the Managing Limited Partner of CMEA Ventures VI GmbH & Co. KG General Partner, CMEA Ventures LS Management 2000, L.P., the General Partner of CMEA Ventures Life Sciences 2000, L.P. General Partner, CMEA Ventures LS Management 2000, L.P., the Managing Partner of CMEA Ventures Life Sciences 2000, Civil Law Partnership IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: Foulon Limited ------------------------------------ By its duly authorized officer: /s/ Illegible /s/ Illegible --------------- --------------------- Name: FOR HILL SAMUEL FOR HILL SAMUEL (GUERNSEY) (GUERNSEY) Title: SERVICES LIMITED MANAGEMENT LIMITED DIRECTOR DIRECTOR IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ YIGAL ERLICH -------------------------------- By its duly authorized officer: PCM Venture Capital L.P. -------------------------------- Name: Yigal Erlich Title: General Partner IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: YOZMA VENTURE CAPITAL ----------------------------------- By its duly authorized officer: /s/ YOAV DOPPELT ----------------------------------- Name: Yoav Doppelt Title: CEO IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ YIGAL ERLICH ------------------------------ By its duly authorized officer: Yozma II (ISRAEL) LP. ------------------------------ Name: Yigal Erlich Title: General Partner IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: Yozma II (BVI) L.P. ------------------------------- By its duly authorized officer: /s/ YIGAL ERLICH ------------------------------- Name: Yigal Erlich Title: General Partner IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: Mulligan BioCapital AG ------------------------------- By its duly authorized officer: /s/ H.H. MUENCHMEYER ------------------------------- Name: Hans Hermann Muenchmeyer Title: Managing Director IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: JAFCO LIFE SCIENCE NO.1 INVESTMENT ENTERPRISE PARTNERSHIP ---------------------------------- By its duly authorized officer: /s/ HISAJI AGATA ---------------------------------- Name: Hisaji Agata Title: Managing Director JAFCO Co. Ltd., Its General Partner IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: SLRB-1 ------------------------------- By its duly authorized officer: /s/ THOMAS W. STRAUSS ------------------------------- Name: Thomas W. Strauss Title: General Partner IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY PREDIX PHARMACEUTICALS HOLDINGS, INC. By: /s/ MICHAEL KAUFFMAN -------------------------------------------- Name: Michael Kauffman Title: President and Chief Executive Officer THE STOCKHOLDERS: /s/ DETLEF BIERBAUM ------------------------------- By its duly authorized officer: BIERBAUM ------------------------------- Name: Title: Partner