TALON THERAPEUTICS, INC. AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT

 

 

This Amendment No. 1 (this “Amendment”), dated January 9, 2012, to the Registration Rights Agreement (the “Agreement”) among Talon Therapeutics, Inc., a Delaware corporation (formerly Hana Biosciences, Inc.) (the “Company”), and the purchasers signatory thereto (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into pursuant to that certain Investment Agreement, dated June 7, 2010, by and between the Company and the Purchasers and that certain Investment Agreement, dated January 9, 2012, by and between the Company and the Purchasers, which collectively provide for the Company’s issuance and sale of (a) Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Shares”), which are convertible into authorized but unissued shares (“Series A-1 Conversion Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), and have the terms set forth in the Certificate of Designations for such Series A-1 Preferred Shares (the “Series A-1 Certificate of Designation”), (b) Series A-2 Convertible Preferred Stock (the “Series A-2 Preferred Shares”), which Series A-2 Preferred Shares will be, upon issuance, convertible into authorized but unissued shares (“Series A-2 Conversion Shares”) and will have the terms set forth in the Certificate of Designations for such Series A-2 Preferred Shares (the “Series A-2 Certificate of Designation”) and (c) Series A-3 Convertible Preferred Stock (the “Series A-3 Preferred Shares”, and together with the Series A-1 Preferred Shares and the Series A-2 Preferred Shares, the “Preferred Shares”), which Series A-3 Preferred Shares will be, upon issuance, convertible into authorized but unissued shares (“Series A-3 Conversion Shares”, and together with the Series A-1 Conversion Shares and the Series A-2 Conversion Shares, the “Conversion Shares”) of Common Stock and will have the terms set forth in the Certificate of Designations for such Series A-3 Preferred Shares (the “Series A-3 Certificate of Designation”, and together with the Series A-1 Certificate of Designation and the Series A-2 Certificate of Designation, each a “Certificate of Designation” and together the “Certificates of Designation”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 8(p) of the Agreement.

 

WHEREAS, Section 8(d) of the Agreement provides for the amendment of the Agreement in accordance with the terms set forth therein; and

 

WHEREAS, the parties hereto, representing the Holders of a majority in number of the outstanding Registrable Shares, desire to amend the Agreement as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the premises, and of the covenants and agreements set forth herein, the parties agree as follows:

 

 

 

“(a)  The Company shall, as soon as practicable following its receipt of a written request of the Holders of a majority of the Registrable Shares then outstanding, file with the Securities and Exchange Commission (the “Commission”), and, subject to Section 3(c) hereof, thereafter use its best efforts to cause to be declared effective as soon as practicable thereafter, in each case subject to Section 3(h), a registration statement (the “Shelf Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the maximum amount of Registrable Shares by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”).  If any Registrable Securities are not covered by the Shelf Registration Statement because they are not outstanding or are not otherwise permitted to be registered under the Securities Act, the Company shall, as soon as practicable, to the extent that at any time following the effective date of the Shelf Registration Statement additional Registrable Shares are outstanding and eligible to be covered by a registration statement on an appropriate form under the Securities Act relating to the offer and sale of such Registrable Securities, cause such a registration statement to be filed and declared effective on terms reasonably consistent with the Shelf Registration Statement.”

 

 

Very truly yours, TALON THERAPEUTICS, INC.   By: /s/ Steven R. Deitcher, M.D.       Name: Steven R. Deitcher, M.D.       Title: President & Chief Executive Officer

 

 

AGREED AND ACCEPTED AS OF THE DATE

FIRST SET FORTH ABOVE

 

 

By:  Warburg Pincus X L.P., its General Partner

By:  Warburg Pincus X LLC, its General Partner

By:  Warburg Pincus Partners LLC, its Sole Member

By:  Warburg Pincus & Co., its Managing Member

 

By: /s/ Jonathan Leff

Name:     Jonathan Leff

Title:       Partner

 

WARBURG PINCUS X PARTNERS, L.P.

By:  Warburg Pincus X L.P., its General Partner

By:  Warburg Pincus X LLC, its General Partner

By:  Warburg Pincus Partners LLC, its Sole Member

By:  Warburg Pincus & Co., its Managing Member

 

By: /s/ Jonathan Leff

Name:     Jonathan Leff

Title:       Patner

 

 

By:  Deerfield Capital, L.P., its General Partner

By:  J.E. Flynn Capital, LLC, its General Partner

 

By: /s/ Jeffrey Kaplan                                                                

Name:  Jeffrey Kaplan

Title:    Authorized Signatory

By:  Deerfield Capital, L.P., its General Partner

By:  J.E. Flynn Capital, LLC, its General Partner

 

By: /s/ Jeffrey Kaplan                                                                

Name:  Jeffrey Kaplan

Title:    Authorized Signatory

By:  Deerfield Capital, L.P., its General Partner

By:  J.E. Flynn Capital, LLC, its General Partner

 

By: /s/ Jeffrey Kaplan                                                                

Name:  Jeffrey Kaplan

Title:    Authorized Signatory

 

By: /s/ Jeffrey Kaplan                                                                

Name:  Jeffrey Kaplan

Title:    Authorized Signatory