Amendment to Fourth Amended and Restated Investors' Rights Agreement by and among QuatRx Pharmaceuticals Company and Investors

Contract Categories: Business Finance › Investor Rights Agreements
Summary

This amendment, dated May 25, 2005, is between QuatRx Pharmaceuticals Company and its investors. It updates the existing Investors' Rights Agreement to include new investors and shares, specifically Series D-1 Preferred Stock, and modifies certain rights and definitions related to financial information, inspection, registration, pre-emptive rights, and assignment. The amendment also adjusts the required approval threshold for certain changes and clarifies transfer conditions for specific investors. The agreement ensures that new and existing investors are covered under the updated terms.

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EX-4.2 9 v16003exv4w2.txt EX-4.2: AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Exhibit 4.2 EXECUTION COPY QUATRX PHARMACEUTICALS COMPANY AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT THIS AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the "AMENDMENT") is made and entered into as of this 25th day of May, 2005, by and among QUATRX PHARMACEUTICALS COMPANY, a Delaware corporation (the "COMPANY"), and the entities whose names are set forth on EXHIBIT A attached hereto (referred to hereinafter collectively as the "INVESTORS" and each individually as an "INVESTOR"). RECITALS WHEREAS, the Company and certain of the Investors (the "PRIOR INVESTORS") have entered into that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004 (the "INVESTOR RIGHTS AGREEMENT"), pursuant to which the Company and the Prior Investors made certain agreements regarding registration rights and other matters set forth therein. Capitalized terms used herein but not otherwise defined shall have the meaning given such terms in the Investor Rights Agreement; WHEREAS, the Company proposes to issue up to 5,357,141 additional shares of its Series D Convertible Preferred Stock, par value $0.01 per share ("SERIES D PREFERRED") and 4,260,035 shares of its Series D-1 Convertible Preferred Stock, par value $0.01 per share ("SERIES D-1 PREFERRED") to additional Investors (the "ADDITIONAL INVESTORS"); WHEREAS, Section 6.2 of the Investor Rights Agreement provides that the Investor Rights Agreement may be amended and the observance thereof may be waived only with the written consent of (i) the Company, (ii) the holders of at least 60% of the outstanding shares of the Company's Series A Preferred and Series B Preferred considered together as a single class (calculated on an as if converted into Common Stock basis), (the "REQUISITE SERIES A AND B MAJORITY"), (iii) the holders of at least 60% of the outstanding shares of Series C Preferred as a separate class (the "REQUISITE SERIES C MAJORITY") and (iv) the holders of at least 60% of the outstanding shares of Series D Preferred as a separate class (the "REQUISITE SERIES D MAJORITY") (including for each purpose any shares of Conversion Stock). Collectively, the Requisite Series A and B Majority, the Requisite Series C Majority and the Requisite Series D Majority are referred to herein as the "REQUISITE MAJORITIES"; WHEREAS, the Company, the Prior Investors and the Additional Investors desire to amend the Investor Rights Agreement as provided herein; and WHEREAS, the Investors executing this Amendment hold the Requisite Majorities as of the date hereof. NOW, THEREFORE, for and in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows: AMENDMENT 1. Pursuant to Section 7.8 of the Investor Rights Agreement, upon its execution of a counterpart signature page to the Investor Rights Agreement, each of the Additional Investors shall be deemed an "Investor" under, and a party to, the Investor Rights Agreement. 2. SECTION 1.1 of the Investor Rights Agreement (Financial Information) is hereby amended by deleting the first paragraph thereof in its entirety and replacing it with the following: "The Company covenants and agrees that, commencing on the date of this Agreement, the Company will furnish to each Major Investor, as defined below, the information specified in this Section 1.1. For purposes of this Section 1.1 only, for so long as an Investor, together with its affiliates, holds not less than 500,000 shares of the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series D-1 Preferred and/or the equivalent number (on an-as-converted basis) of shares of Common Stock of the Company ("COMMON STOCK") issued upon the conversion of such shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, or Series D-1 Preferred, such Investor shall be a "MAJOR INVESTOR"." 3. SECTION 1.2 of the Investor Rights Agreement (Inspection) is hereby amended by adding the following sentence at the beginning of such section: "For purposes of Section 1.2 only, a "MAJOR INVESTOR" means an Investor that, together with its affiliates, holds not less than 1,000,000 shares of the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series D-1 Preferred and/or the equivalent number (on an-as-converted basis) of shares of Common Stock issued upon the conversion of such shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, or Series D-1 Preferred." 4. SECTION 2.1 of the Investor Rights Agreement (Registration Rights; Definitions) is hereby amended by replacing each occurrence of the phrase "Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred" with the phrase "Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series D-1 Preferred." 5. SECTION 3.1 of the Investor Rights Agreement (Pre-emptive Rights; General) is hereby amended by replacing the phrase "Series A Preferred, Series B Preferred, Series C Preferred and/or Series D Preferred" with the phrase "Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and/or Series D-1 Preferred." 6. SECTION 3.2 of the Investor Rights Agreement (Pre-emptive Rights; New Securities) is hereby amended as follows: (A) Section 3.2(a) is amended and restated in its entirety to read "shares of Conversion Stock;" (B) The following is added as Section 3.2(f): "(f) Shares of Common Stock, Series D Preferred and Series D-1 Preferred 2 issued pursuant to that certain Exchange Agreement, made as of May ___, 2005, by and among the Company, Hormos Medical Corporation ("HORMOS"), and the shareholders of Hormos signatories thereto (the "EXCHANGE AGREEMENT")." 7. SECTION 4.1 of the Investor Rights Agreement (Right to Purchase in Connection with Initial Public Offering; Grant of Option) is hereby amended as follows: (A) the phrase "Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred" is replaced by the phrase "Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Series D-1 Preferred"; (B) the phrase "or issued to the Investor pursuant to the Exchange Agreement" is inserted after "or the Series D Purchase Agreement" and before ", as the case may be". 8. SECTION 6.1 of the Investor Rights Agreement (Assignment), is hereby amended by (i) adding the phrase ", 40,000 shares of Series D-1 Preferred" after "40,000 shares of Series D Preferred" and (ii) by adding the following clause (g) after clause (f) of the penultimate sentence thereof: "and (g) in the case of a transfer by SITRA, a partnership or other investment vehicle in which SITRA is a significant investor and that is managed by present or former personnel of SITRA, provided that as a condition precedent to such transfer, SITRA has delivered to the Company, if so requested by the Company, an opinion of U.S. counsel that the transfer of the Company's securities held by SITRA to such partnership or other investment vehicle is exempt from the registration requirements under the Securities Act." 9. SECTION 6.2 of the Investor Rights Agreement (Amendment of Rights), is hereby amended by deleting the phrase "60% of the outstanding shares of Series D Preferred as a separate class" and replacing it with "65% of the outstanding shares of Series D Preferred as a separate class". In addition, the following sentence shall be added to the end of Section 6.2: "Notwithstanding the foregoing, the Company may amend EXHIBIT A hereto without the consent of the Investors to add additional shares of Series D Preferred purchased under the Amended and Restated Series D Preferred Stock Purchase Agreement." 10. Exhibit A to the Investor Rights Agreement is hereby amended and restated in its entirety by EXHIBIT A attached hereto. 11. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. 12. This Amendment shall become effective immediately upon execution by the Company and the Requisite Majorities. 13. Other than as set forth in this Amendment, all of the terms and conditions of the Investor Rights Agreement shall continue in full force and effect. 14. This Amendment shall be governed by and construed exclusively in accordance with the substantive laws of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware excluding the body of law relating to conflict of laws and choice of law. 3 [SIGNATURE PAGE FOLLOWS] 4 EXECUTION COPY IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT to be executed and delivered by their respective officers hereunto duly authorized on the date first above written. COMPANY: QUATRX PHARMACEUTICALS COMPANY By: /s/ Robert L. Zerbe --------------------------------- Print Name: Robert L. Zerbe Title: CEO PRIOR INVESTORS: MPM BIO VENTURES III, L.P. MPM BIOVENTURES III-QP, L.P. By: MPM Bio Ventures III GP, L.P., By: MPM Bio Ventures III GP, L.P., its its General Partner General Partner By: MPM Bio Ventures III LLC, its By: MPM Bio Ventures III LLC, its General Partner General Partner By: /s/ Nicholas J. Simon By: /s/ Nicholas J. Simon --------------------------------- ---------------------------------- Name: Nicholas J. Simon Name: Nicholas J. Simon Title: Series A Member Title: Series A Member MPM BIOVENTURES III PARALLEL FUND, MPM BIOVENTURES III GMBH & CO. L.P. BETEILINGUNGS KG By: MPM Bio Ventures III GP, L.P., By: MPM BioVentures III GP, L.P., in its its General Partner capacity as the Managing Limited Partner By: MPM Bio Ventures III LLC, its By: MPM BioVentures III LLC, its General General Partner Partner By: /s/ Nicholas J. Simon By: /s/ Nicholas J. Simon --------------------------------- ---------------------------------- Name: Nicholas J. Simon Name: Nicholas J. Simon Title: Series A Member Title: Series A Member MPM ASSET MANAGEMENT INVESTORS 2003 MPM BIOVENTURES STRATEGIC FUND, L.P. BVIII LLC By: MPM Bio Ventures III GP, L.P., its By: /s/ Nicholas J. Simon General Partner --------------------------------- Name: Nicholas J. Simon By: MPM Bio Ventures III LLC, its Title: Manager General Partner By: /s/ Nicholas J. Simon ---------------------------------- Name: Nicholas J. Simon Title: Series A Member [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] THOMAS WEISEL HEALTHCARE VENTURE PARTNERS, L.P. By: Thomas Weisel Healthcare Venture Partners LLC, its General Partner By: Thomas Weisel Capital Management LLC, its Managing Member By: /s/ Casey M. Castelein --------------------------------- Name: Casey M. Castelein Title: Principal FRAZIER HEALTHCARE III, L.P. FRAZIER AFFILIATES III, L.P. By: FHM III, L.L.C. By: FHM III, L.L.C. Its: General Partner Its: General Partner By: Frazier & Co, Inc. By: Frazier & Co, Inc. Its: Member Its: Member By: /s/ Alan D. Frazier By: /s/ Alan D. Frazier --------------------------------- ------------------------------------ Name: Alan D. Frazier Name: Alan D. Frazier Title: President Title: President TL VENTURES V L.P. TL VENTURES V INTERFUND L.P. By: TL Ventures V Management L.P. By: TL Ventures V LLC Its: General Partner Its: Manager By: TL Ventures V LLC By: /s/ Christopher Moller Its: Manager ------------------------------------ Name: Christopher Moller Title: Managing Director By: /s/ Christopher Moller --------------------------------- Name: Christopher Moller Title: Managing Director INTERWEST PARTNERS VIII, L.P. INTERWEST INVESTORS VIII, L.P. By: InterWest Management Partners By: InterWest Management Partners VIII, VIII, LLC LLC Its: General Partner Its: General Partner By: /s/ Chris Ehrlich By: /s/ Chris Ehrlich --------------------------------- ------------------------------------ Name: Chris Ehrlich Name: Chris Ehrlich Title: Venture Member Title: Venture Member INTERWEST INVESTORS Q VIII, L.P. By: InterWest Management Partners VIII, LLC Its: General Partner By: /s/ Chris Ehrlich --------------------------------- Name: Chris Ehrlich Title: Venture Member [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] STOCKWELL FUND, L.P. TWILIGHT VENTURE PARTNERS, LLC By: Stockwell Managers, LLC, its general partner By: /s/ Ronald D. Henricren ------------------------------------ Name: Ronald D. Henricren By: /s/ Tom Hufnagel Title: Chief Investment Officer --------------------------------- Name: Title: WS INVESTMENT COMPANY, LLC WS INVESTMENT COMPANY 2000 B By: By: --------------------------------- ------------------------------------ Name: Name: ------------------------------- ---------------------------------- Title: Title: ------------------------------ --------------------------------- LATHAM & WATKINS VINCE CLUB TRUST By: By: --------------------------------- ------------------------------------ Name: Name: Mark S. Hoplamazian, not Title: individually, but solely as trustee of the Vince Club Trust [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT OF QUATRX PHARMACEUTICALS COMPANY In accordance with Section 7.8 of that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004, as amended (the "AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware corporation, and the persons and entities listed on the signature pages thereto, the undersigned hereby executes and delivers this counterpart signature page to the Agreement, and in connection therewith, hereby agrees to be bound by all of the terms and conditions set forth in the Agreement, effective as of May 25, 2005. INDIVIDUAL SECURITY HOLDER REPRESENTATIVE: - ------------------------------------- By: /s/ Kauko Kurkela --------------------------------- Print Name: Kauko Kurkela Title: ------------------------------ [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT OF QUATRX PHARMACEUTICALS COMPANY In accordance with Section 7.8 of that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004, as amended (the "AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware corporation, and the persons and entities listed on the signature pages thereto, the undersigned hereby executes and delivers this counterpart signature page to the Agreement, and in connection therewith, hereby agrees to be bound by all of the terms and conditions set forth in the Agreement, effective as of May 25, 2005. INVESTOR: H& B CAPITAL LP By: /s/ Lars Gatenbeck --------------------------------- Print Name: Lars Gatenbeck Title: General Partner [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT OF QUATRX PHARMACEUTICALS COMPANY In accordance with Section 7.8 of that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004, as amended (the "AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware corporation, and the persons and entities listed on the signature pages thereto, the undersigned hereby executes and delivers this counterpart signature page to the Agreement, and in connection therewith, hereby agrees to be bound by all of the terms and conditions set forth in the Agreement, effective as of May 25, 2005. INVESTOR: BIO FUND VENTURES II JATKOSUOITUSKRAHASTO KY By: /s/ Kalevi Kurkliarvi --------------------------------- Print Name: Kalevi Kurkliarvi Title: General Partner, Chairman and CEO [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT OF QUATRX PHARMACEUTICALS COMPANY In accordance with Section 7.8 of that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004, as amended (the "AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware corporation, and the persons and entities listed on the signature pages thereto, the undersigned hereby executes and delivers this counterpart signature page to the Agreement, and in connection therewith, hereby agrees to be bound by all of the terms and conditions set forth in the Agreement, effective as of May 25, 2005. INVESTOR: BIO FUND VENTURES II KY By: /s/ Kalevi Kurkliarvi --------------------------------- Print Name: Kalevi Kurkliarvi Title: General Partner, Chairman and CEO [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT OF QUATRX PHARMACEUTICALS COMPANY In accordance with Section 7.8 of that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004, as amended (the "AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware corporation, and the persons and entities listed on the signature pages thereto, the undersigned hereby executes and delivers this counterpart signature page to the Agreement, and in connection therewith, hereby agrees to be bound by all of the terms and conditions set forth in the Agreement, effective as of May 25, 2005. INVESTOR: BIO FUND VENTURES I KY By: /s/ Kalevi Kurkliarvi --------------------------------- Print Name: Kalevi Kurkliarvi Title: General Partner, Chairman and CEO [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT OF QUATRX PHARMACEUTICALS COMPANY In accordance with Section 7.8 of that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004, as amended (the "AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware corporation, and the persons and entities listed on the signature pages thereto, the undersigned hereby executes and delivers this counterpart signature page to the Agreement, and in connection therewith, hereby agrees to be bound by all of the terms and conditions set forth in the Agreement, effective as of May 25, 2005. INVESTOR: P/S BIOMEDICAL VENTURE III By: /s/ Jesper Zeithen /s/ Boarne Thorup --------------------------------- ---------------------------------------- Print Name: Jesper Zeithen Boarne Thorup Title: Managing Director Group CIO [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT OF QUATRX PHARMACEUTICALS COMPANY In accordance with Section 7.8 of that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004, as amended (the "AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware corporation, and the persons and entities listed on the signature pages thereto, the undersigned hereby executes and delivers this counterpart signature page to the Agreement, and in connection therewith, hereby agrees to be bound by all of the terms and conditions set forth in the Agreement, effective as of May 25, 2005. INVESTOR: FINNISH NATIONAL FUND FOR RESEARCH AND DEVELOPMENT, SITRA By: /s/ Magnus Sjoblom --------------------------------- Print Name: Magnus Sjoblom Title: Director of Finance and Corp. Fin. [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT OF QUATRX PHARMACEUTICALS COMPANY In accordance with Section 7.8 of that certain Fourth Amended and Restated Investors' Rights Agreement, dated as of November 22, 2004, as amended (the "AGREEMENT"), by and among QuatRx Pharmaceuticals Company, a Delaware corporation, and the persons and entities listed on the signature pages thereto, the undersigned hereby executes and delivers this counterpart signature page to the Agreement, and in connection therewith, hereby agrees to be bound by all of the terms and conditions set forth in the Agreement, effective as of May 25, 2005. INVESTOR: INSTITUTIONAL SECURITY HOLDER REPRESENTATIVE: By: /s/ Ari Jauho --------------------------------- Print Name: Ari Jauho Title: Investment Director [SIGNATURE PAGE TO AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT] EXECUTION COPY EXHIBIT A TABLE A-1 SERIES A PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES - ------------- ---------------- Frazier Healthcare III L.P. 744,401.82 Frazier Affiliates III, L.P. 5,598.18 TL Ventures V L.P. 737,248.00 TL Ventures V Interfund, L.P. 12,752.00 WS Investment Company 2000 B 25,000.00 WS Investment Company, LLC 12,500.00 Latham & Watkins 18,750.00 Vince Club Trust 18,750.00 TOTAL: 1,575,000.00
TABLE A-2 SERIES B PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES - ------------- ---------------- Frazier Healthcare III L.P. 2,084,325.00 Frazier Affiliates III, L.P. 15,675.00 TL Ventures V L.P. 2,064,295.67 TL Ventures V Interfund, L.P. 35,704.33 TOTAL: 4,200,000.00
TABLE A-3 SERIES C PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES - ------------- ---------------- MPM BioVentures III, LP 753,141 MPM BioVentures III-QP, LP 11,201,201 MPM BioVentures III Parallel Fund, LP 338,287 MPM BioVentures III GmbH & Co. Beteiligungs KG 946,639 MPM Asset Management Investors 2003 BVIII LLC 216,872 Frazier Healthcare III L.P. 3,047,260 Frazier Affiliates III, L.P. 22,916 TL Ventures V L.P. 3,449,116 TL Ventures V Interfund, L.P. 59,656 InterWest Partners VIII, L.P. 4,231,140 InterWest Investors VIII, L.P. 33,772 InterWest Investors Q VIII, L.P. 121,052 Stockwell Fund L.P. 1,000,000 Twilight Venture Partners, LLC 175,439 TOTAL: 25,596,491
TABLE A-4 SERIES D PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES - ------------- ---------------- Frazier Healthcare III L.P. 708,954.16 Frazier Affiliates III, L.P. 5,331.55 TL Ventures V L.P. 1,228,747.45 TL Ventures V Interfund, L.P. 21,252.55 MPM BioVentures III, LP 189,898.00 MPM BioVentures III-QP, LP 2,824,293.00 MPM BioVentures III Parallel Fund, LP 85,296.00 MPM BioVentures III GmbH & Co. Beteiligungs KG 238,687.00 MPM Asset Management Investors 2003 BVIII LLC 54,683.00 MPM Bioventures Strategic Fund, L.P. 535,714.00 InterWest Partners VIII, L.P. 2,067,214.29 InterWest Investors VIII, L.P. 16,500.00 InterWest Investors Q VIII, L.P. 59,142.86 Stockwell Fund L.P. 285,714.29 Twilight Venture Partners, LLC 142,857.14 Thomas Weisel Healthcare Venture Partners, L.P. 2,500,000.00 Aboa Venture II 31,517.00 Apteekkien Elakekassa 7,250.00 BankInvest Biomedical Ventures III LP 285,718.00 Bio Fund Ventures I LP 58,857.00 Bio Fund Ventures II LP 57,307.00 Bio Fund Ventures II Annex Fund LP 25,994.00 H&B Capital LP 168,069.00 Ilmarinen Mutual Pension Insurance 20,132.00 Innoventure Oy 34,187.00 Pohjala Non-Life Insurance 8,755.00 Sampo 34,481.00 Sampo Life Insurance 34,481.00 The Finnish National Fund for Research and Development 146,337.00 Suomi Mutual Life Assurance 35,020.00 Tapiola Corporate Life Insurance 9,477.00 Tapiola General Mutual Insurance 20,081.00 Tapiola Mutual Life Assurance 14,216.00 Tapiola Mutual Pension Insurance 27,311.00 Veritas Life Insurance 5,028.00 Veritas Pension Insurance 10,058.00 TOTAL: 11,998,516.29
TABLE A-5 SERIES D-1 PREFERRED STOCK
INVESTOR NAME NUMBER OF SHARES - ------------- ---------------- Aboa Venture II 125,314.00 Apteekkien Elakekassa 28,823.00 BankInvest Biomedical Ventures III LP 1,136,024.00 Bio Fund Ventures I LP 234,021.00 Bio Fund Ventures II LP 227,857.00 Bio Fund Ventures II Annex Fund LP 103,338.00 H&B Capital LP 668,247.00 Ilmarinen Mutual Pension Insurance 80,049.00 Innoventure Oy 135,931.00 Pohjala Non-Life Insurance 34,810.00 Sampo 137,101.00 Sampo Life Insurance 137,101.00 The Finnish National Fund for Research and Development 581,836.00 Suomi Mutual Life Assurance 139,244.00 Tapiola Corporate Life Insurance 37,681.00 Tapiola General Mutual Insurance 79,842.00 Tapiola Mutual Life Assurance 56,523.00 Tapiola Mutual Pension Insurance 108,588.00 Veritas Life Insurance 19,990.00 Veritas Pension Insurance 39,992.00 TOTAL: 4,112,312.00