AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

EX-10.2 3 d260222dex102.htm AMENDMENT NO. 1-REGISTRATION RIGHTS AGREEMENT Amendment No. 1-Registration Rights Agreement

Exhibit 10.2

This Amendment No. 1 (this “Amendment”) to that certain Registration Rights Agreement, dated as of October 4, 2011 (the “Registration Rights Agreement”), by and among Puma Biotechnology, Inc., a Delaware corporation (the “Corporation”), Innovative Acquisitions Corp., a Delaware corporation (“IAC”), and the persons listed on Exhibit A attached thereto (the “Investors”), is made and entered into as of November 18, 2011. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Registration Rights Agreement.

RECITALS

WHEREAS, the Merger, pursuant to which Merger Sub merged with and into the Corporation, with the Corporation remaining as the surviving corporation and a wholly-owned subsidiary of IAC, was consummated on October 4, 2011;

WHEREAS, following the Merger, the Corporation merged with and into IAC, with IAC remaining as the surviving company, and subsequently changed its name to “Puma Biotechnology, Inc.”;

WHEREAS, pursuant to Section 8(f) of the Registration Rights Agreement, IAC assumed all of the Corporation’s rights, duties and obligations under the Registration Rights Agreement upon the consummation of the Merger;

WHEREAS, IAC and certain retail and/or institutional investors (each, a “New Investor” and collectively, the “New Investors”) have entered into subscription agreements, dated as of an even date herewith (the “Subscription Agreements”), pursuant to which IAC has agreed to sell to the New Investors up to an aggregate of 1,333,267 shares of IAC Stock in exchange for approximately $5 million;

WHEREAS, the Subscription Agreements provide that the Registration Rights Agreement will be amended so that the New Investors may become parties thereto and the shares of IAC Stock issuable pursuant to the Subscription Agreements constitute Registrable Shares thereunder;

WHEREAS, pursuant to Section 8(d) of the Registration Rights Agreement, an amendment of the Registration Rights Agreement requires the written consent of IAC and the Holders of a majority in number of the then outstanding Registrable Shares; and

WHEREAS, IAC and the Holders holding a sufficient number of Registrable Shares hereby consent to this Amendment.

NOW, THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter set forth, IAC and the Holders hereby agree as follows:

1. Joinder of the New Investors. Each New Investor shall be made a party to the Registration Rights Agreement by virtue of its execution of the Omnibus Signature Page attached to the Investor’s Subscription Agreement, and shall be considered an “Investor” as defined therein.

2. Registrable Shares. The shares of IAC Stock issuable to each New Investor pursuant to the Subscription Agreements shall be considered Registrable Shares under the Registration Rights Agreement.

3. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterpart, when so executed and

delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same agreement.

4. Headings. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

6. Conflict. In the event of any conflict between the provisions of this Amendment and the provisions of the Registration Rights Agreement, the provisions of this Amendment shall prevail and the provisions of the Registration Rights Agreement shall be deemed modified by this Amendment as necessary to resolve such conflict.

7. Effect of Amendment. Except as expressly amended by this Amendment and/or by the preceding Section 6, the terms and provisions of the Registration Rights Agreement shall continue in full force and effect.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


PUMA BIOTECHNOLOGY, INC.

By:		/s/ Alan H. Auerbach
Name:		Alan H. Auerbach
Title:		President and Chief Executive Officer