Exhibit 10.33

 

 

 

 

REGISTRATION RIGHTS AGREEMENT
 

REGISTRATION RIGHTS AGREEMENT, dated as of March 19, 1999, by and betweenSangStat Medical Corporation, a Delaware corporation (the "Company"), and Warburg Dillon Read LLC(the "Purchaser") entered into in connection with the issuance of one or more Convertible Notes due2004 convertible into shares of Common Stock, par value $.001 per share ("Common Stock") of theCompany.

 

1.	Certain Definitions.

For purposes of this Registration Rights Agreement, the following terms shallhave the following respective meanings:

(a)	"Commission" shall mean the Securities and Exchange Commission, orany other federal agency at the time administering the Exchange Act or the Securities Act, whicheveris the relevant statute for the particular purpose.

(b)	"Convertible Note" shall mean any of the Convertible Notes due 2004of the Company to be issued and sold to the Purchaser pursuant to the Convertible Note PurchaseAgreement dated as of March 19, 1999, and any Convertible Note issued in exchange therefor or inlieu thereof.

(c)	"Effective Time" shall mean the date on which the Commissiondeclares the Shelf Registration effective or on which the Shelf Registration otherwise becomeseffective.

(d)	"Exchange Act" shall mean the Securities Exchange Act of 1934, orany successor thereto, as the same shall be amended from time to time.

(e)	"Issue Date" shall mean the date on which a Convertible Note isinitially issued.

(f)	The term "person" shall mean a corporation, association,partnership, organization, business, individual, government or political subdivision thereof orgovernmental agency.

(g)	"Registration Expenses" shall have the meaning assigned thereto inSection 4 hereof.

(h)	"Securities Act" shall mean the Securities Act of 1933, or anysuccessor thereto, as the same shall be amended from time to time.

(i)	"Shares" means the shares of Common Stock issuable upon exercise ofthe Convertible Note.

(j)	"Shelf Registration" shall have the meaning assigned thereto inSection 2 hereof.

In addition, capitalized terms not defined herein shall have the meaning ascribedin the Convertible Note.

2.	Shelf Registration of Shares.

(a)	Not later than December 19, 1999, the Company shall file under theSecurities Act a "shelf" registration statement providing for the registration of, and the sale on acontinuous or delayed basis by the Purchaser of, all Shares issuable upon conversion of theConvertible Notes, pursuant to Rule 415 under the Securities Act and/or any similar rule that may beadopted by the Commission (the "Shelf Registration"). The Company agrees to use its best efforts tocause the Shelf Registration to become or be declared effective no later than 45 calendar daysafter the filing thereof and to keep such Shelf Registration continuously effective for a periodending on the earliest to occur of (i) the second anniversary of the last Issue Date of anyConvertible Note, (ii) notification to the Company by the Purchaser that it has sold all Sharesissuable upon conversion of the Convertible Notes so owned by it, or (iii) such time as thePurchaser may sell all of such shares pursuant to Rule 144(k) under the Securities Act. The Companyfurther agrees, if necessary, to supplement or make amendments to the Shelf Registration, ifrequired by the rules, regulations or instructions applicable to the registration form used by theCompany for such Shelf Registration or by the Securities Act or rules and regulations thereunder forshelf registration, and the Company agrees to furnish to the Purchaser copies of any such supplementor amendment prior to its being used and/or filed with the Commission, and will not file any suchsupplement or amendment to which the Purchaser reasonably objects.

(b)	Notwithstanding the foregoing, following the effectiveness of the ShelfRegistration, the Company may, at any time, suspend the effectiveness of such Shelf Registration forup to 60 days, as appropriate (a "Suspension Period"), by giving notice to the Purchaser, if theCompany shall have determined that the Company may be required to disclose any material corporatedevelopment which disclosure may have a material adverse effect on the Company. The Company will useits best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, nomore than one Suspension Period may occur within any 180 day period, and no Suspension Period shallbe effective at any time the Company or any affiliate of the Company is publicly offering shares ofthe capital stock of the Company. The Purchaser agrees that, upon receipt of any notice from theCompany of a Suspension Period, the Purchaser shall forthwith discontinue disposition of sharescovered by the Shelf Registration until the Purchaser (i) is advised in writing by the Company thatthe use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental oramended prospectus, if applicable, and (iii) has received copies of any additional or supplementalfilings which are incorporated or deemed to be incorporated by reference in such prospectus.

3.	Registration Procedures.

(a)	In connection with any obligation of the Company to register Shares or theConvertible Note (collectively, "Securities"), the Company shall use its best efforts to effect orcause such registration to permit the sale of the Securities by the Purchaser in accordance with theintended method or methods of distribution thereof described in the applicable registrationstatement. In connection therewith, the Company shall, within the time specified above:

	(i)	prepare and file with the Commission a registration statement on anyform which may be utilized by the Company and which shall permit the disposition of the Securitiesin accordance with the intended method or methods thereof, as specified in writing by thePurchaser;

	(ii)	comply with the provisions of the Securities Act with respect to thedisposition of all of the Securities covered by such registration statement in accordance with theintended methods of disposition by the Purchaser set forth in such registration statement;

	(iii)	provide (A) the Purchaser, (B) the underwriters (whichterm, for purposes of these Registration Rights, shall include a person deemed to be an underwriterwithin the meaning of Section 2(11) of the Securities Act), if any, thereof, (C) the salesor placement agent, if any, therefor, (D) counsel for such underwriters or agent, and(E) counsel for the Purchaser the opportunity to participate in the preparation of suchregistration statement, each prospectus included therein or filed with the Commission, and eachamendment or supplement thereto; 

	(iv)	for a reasonable period prior to the filing of such registrationstatement, and throughout the periods specified in Section 2 hereof, make available forinspection by the parties referred to in Section 3(a)(iii) above who shall certify to theCompany that they have a current intention to sell the Securities pursuant to the registrationstatement such financial and other information and books and records of the Company, and cause theofficers, employees, counsel and independent certified public accountants of the Company to respondto such inquiries, as shall be reasonably necessary, in the judgment of the respective counselreferred to in such Section, to conduct a reasonable investigation within the meaning ofSection 11 of the Securities Act; provided, however, that each such party shallbe required to maintain in confidence and not to disclose to any other person any information orrecords provided by the Company until such time as (A) such information becomes a matter ofpublic record (whether by virtue of its inclusion in such registration statement or otherwise), or(B) such person shall be required so to disclose such information pursuant to the subpoena ororder of any court or other governmental agency or body having jurisdiction over the matter (subjectto the requirements of such order, and only after such person shall have given the Company promptprior written notice of such requirement), or (C) such information is required to be set forthin such registration statement or the prospectus included therein or in an amendment to suchregistration statement or an amendment or supplement to such prospectus in order that suchregistration statement, prospectus, amendment or supplement, as the case may be, does not contain anuntrue statement of a material fact or omit to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading;

	(v)	promptly notify the Purchaser, the sales or placement agent, if any,therefor and the managing underwriter or underwriters, if any, thereof and confirm such advice inwriting, (A) when such registration statement or the prospectus included therein or anyprospectus amendment or supplement or post-effective amendment has been filed, and, with respect tosuch registration statement or any post-effective amendment, when the same has become effective,(B) of any comments by the Commission and by the Blue Sky or securities commissioner orregulator of any state with respect thereto or any request by the Commission for amendments orsupplements to such registration statement or prospectus or for additional information, (C) ofthe issuance by the Commission of any stop order suspending the effectiveness of such registrationstatement or the initiation or overt threatening of any proceedings for that purpose, (D) if atany time the representations and warranties of the Company contemplated by Section 5 hereofcease to be true and correct in all material respects, (E) of the receipt by the Company of anynotification with respect to the suspension of the qualification of the Securities for sale in anyjurisdiction or the initiation or overt threatening of any proceeding for such purpose, or(F) at any time when a prospectus is required to be delivered under the Securities Act, if suchregistration statement, prospectus, prospectus amendment or supplement or post-effective amendment,or any document incorporated by reference in any of the foregoing, contains an untrue statement of amaterial fact or omits to state any material fact required to be stated therein or necessary to makethe statements therein not misleading in light of the circumstances then existing;

	(vi)	use its best efforts to obtain the withdrawal of any order suspendingthe effectiveness of such registration statement or any post-effective amendment thereto at theearliest practicable date;

	(vii)	if requested by any managing underwriter or underwriters, anyplacement or sales agent or the Purchaser, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of theCommission that such managing underwriter or underwriters, such agent or the Purchaser specifyshould be included therein relating to the terms of the sale of such Securities, including, withoutlimitation, information with respect to the amount or number of Securities being sold by thePurchaser or agent or to any underwriters, the name and description of the Purchaser, agent orunderwriter, the offering price of such Securities and any discount, commission or othercompensation payable in respect thereof, the purchase price being paid therefor by such underwritersand with respect to any other terms of the offering of the Securities to be sold by the Purchaser oragent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectussupplement or post-effective amendment;

	(viii)	furnish to the Purchaser, each placement or sales agent, if any,therefor, each underwriter, if any, thereof and the respective counsel referred to inSection 3(a)(iii) a copy of such registration statement in the form in which it becameeffective, each such amendment and supplement thereto (in each case including all exhibits theretoand documents incorporated by reference therein) and such number of copies of such registrationstatement (excluding exhibits thereto and documents incorporated by reference therein unlessspecifically so requested by the Purchaser, agent or underwriter, as the case may be) and of theprospectus included in such registration statement (including each preliminary prospectus and anysummary prospectus), in conformity with the requirements of the Securities Act, and such otherdocuments, as the Purchaser, agent, if any, and underwriter, if any, may reasonably request in orderto facilitate the offering and disposition of the Securities owned by the Purchaser, offered or soldby such agent or underwritten by such underwriter and to permit the Purchaser, agent and underwriterto satisfy the prospectus delivery requirements of the Securities Act; and the Company herebyconsents to the use of such prospectus (including such preliminary and summary prospectus) and anyamendment or supplement thereto by the Purchaser and by any such agent and underwriter, in each casein the form most recently provided to such party by the Company, in connection with the offering andsale of the Securities covered by the prospectus (including such preliminary and summary prospectus)or any supplement or amendment thereto;

	(ix)	use its best efforts to (A) register or qualify the Securitiesto be included in such registration statement under such securities laws or blue sky laws of suchjurisdictions as the Purchaser and each placement or sales agent, if any, therefor and underwriter,if any, thereof shall reasonably request, (B) keep such registrations or qualifications ineffect and comply with such laws so as to permit the continuance of offers, sales and dealingstherein in such jurisdictions during the respective periods such registration statements arerequired to remain effective under Section 2 above and for so long as may be necessary toenable the Purchaser or any agent or underwriter to complete its distribution of Securities pursuantto such registration statement and (C) take any and all other actions as may be reasonablynecessary or advisable to enable the Purchaser, agent, if any, and underwriter, if any, toconsummate the disposition in such jurisdictions of such Securities; provided,however, that the Company shall not be required for any such purpose to (I) qualify as aforeign corporation in any jurisdiction wherein it would not otherwise be required to qualify butfor the requirements of this Section 3(a)(ix) or (II) consent to general service ofprocess in any such jurisdiction;

	(x)	use its best efforts to obtain the consent or approval of eachgovernmental agency or authority, whether federal, state or local, which may be required to effectthe Shelf Registration or the offering or sale in connection therewith or to enable the Purchaser tooffer, or to consummate the disposition of, its Securities;

	(xi)	cooperate with the Purchaser and the managing underwriters, if any,to facilitate the timely preparation and delivery of any certificates representing Securities to besold, which certificates shall be printed, lithographed or engraved, or produced by any combinationof such methods, and which shall not, once sold under the Shelf Registration, bear any restrictivelegends; and, in the case of an underwritten offering, enable such Securities to be in suchdenominations and registered in such names as the managing underwriters may request at least twobusiness days prior to any sale of the Securities:

	(xii)	notify the Purchaser in writing of any proposal by the Company toamend or waive any provision of these Registration Rights pursuant to Section 7(g) hereof andof any amendment or waiver effected pursuant thereto, each of which notices shall contain the textof the amendment or waiver proposed or effected, as the case may be;

	(xiii)	in the event that any broker-dealer registered under the ExchangeAct shall underwrite any Securities or participate as a member of an underwriting syndicate orselling group or "assist in the distribution" (within the meaning of the Rules of Fair Practice andthe By-Laws of the National Association of Securities Dealers, Inc. ("NASD")) thereof, whether as anunderwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise,assist such broker-dealer in complying with the requirements of such Rules and By-Laws, including,without limitation, by providing such information to such broker-dealer as may be required in orderfor such broker-dealer to comply with the requirements of the Rules of Fair Practice of theNASD;

	(xiv)	comply with all applicable rules and regulations of the Commission,and make generally available to its security holders as soon as practicable but in any event notlater than eighteen months after the effective date of such registration statement, an earningstatement of the Company and its subsidiaries complying with Section 11(a) of the SecuritiesAct (including, at the option of the Company, Rule 158 thereunder); and

	(xv)	use its best efforts to have the Shares approved for trading on theNasdaq National Market.

(b)	In the event that the Company would be required, pursuant toSection 3(a)(v)(F) above, to notify the Purchaser, the placement or sales agent, if any,therefor and the managing underwriters, if any, thereof, the Company shall without delay prepare andfurnish to the Purchaser, to each placement or sales agent, if any, and to each underwriter, if any,a reasonable number of copies of a prospectus supplemented or amended in form and substancereasonably satisfactory to them, so that, as thereafter delivered to purchasers of Securities, suchprospectus shall not contain an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein not misleading in light ofthe circumstances then existing. The Purchaser agrees that upon receipt of any notice from theCompany pursuant to Section 3(a)(v)(F) hereof, the Purchaser shall forthwith discontinue thedisposition of Securities pursuant to the registration statement applicable to such Securities untilthe Purchaser shall have received copies of such amended or supplemented prospectus, and if sodirected by the Company, the Purchaser shall deliver to the Company (at the Company's expense) allcopies, other than permanent file copies, then in the Purchaser's possession of the prospectuscovering such Securities at the time of receipt of such notice.

(c)	The Company may require the Purchaser to furnish to the Company suchinformation regarding the Purchaser and the Purchaser's intended method of distribution of theSecurities as the Company may from time to time reasonably request in writing, but only to theextent that such information is required in order to comply with the Securities Act. The Purchaseragrees to notify the Company as promptly as practicable of any inaccuracy or change in informationpreviously furnished by the Purchaser to the Company or of the occurrence of any event in eithercase as a result of which any prospectus relating to such registration contains or would contain anuntrue statement of a material fact regarding the Purchaser or the Purchaser's intended method ofdistribution of such Securities or omits to state any material fact regarding the Purchaser or thePurchaser's intended method of distribution of such Securities required to be stated therein ornecessary to make the statements therein not misleading in light of the circumstances then existing,and promptly to furnish to the Company any additional information required to correct and update anypreviously furnished information or required so that such prospectus shall not contain, with respectto the Purchaser or the distribution of such Securities, an untrue statement of a material fact oromit to state a material fact required to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances then existing. The Purchaser agrees that upondelivering any notice to the Company pursuant to this Section 3(c), the Purchaser shall forthwithdiscontinue the disposition of Securities pursuant to the registration statement applicable to suchSecurities until the Purchaser shall have the received copies of such amended or supplementedprospectus, and if so directed by the Company, the Purchaser shall deliver to the Company (at theCompany's expense) all copies, other than permanent file copies then in the Purchaser's possessionof the prospectus covering such Securities at the time of receipt of such notice.

4.	Registration Expenses.

The Company agrees to bear and to pay or cause to be paid promptly upon requestbeing made therefor all expenses incident to the Company's performance of or compliance with theseRegistration Rights including, without limitation, (i) all Commission and any NASD registrationand filing fees and expenses, (ii) all fees and expenses in connection with the qualificationof the Securities for offering and sale under the State securities and blue sky laws referred to inSection 3(a)(x) hereof, including reasonable fees and disbursements of counsel for theplacement or sales agent or underwriters in connection with such qualifications, (iii) all feesand expenses in connection with the approval for trading of the Shares on the Nasdaq NationalMarket, (iv) all expenses relating to the preparation, printing, distribution and reproduction ofeach registration statement required to be filed hereunder, each prospectus included therein orprepared for distribution pursuant hereto, each amendment or supplement to the foregoing, thecertificates representing the Securities and all other documents relating hereto, (v) internalexpenses (including, without limitation, all salaries and expenses of the Company's officers andemployees performing legal or accounting duties), and (vi) fees, disbursements and expenses ofcounsel and independent certified public accountants of the Company (including the expenses of anyopinions or "cold comfort" letters required by or incident to such performance and compliance)(collectively, the "Registration Expenses"). Notwithstanding the foregoing, the Purchaser shall payall agency fees and commissions and underwriting discounts and commissions attributable to the saleof the Securities and the fees and disbursements of any counsel or other advisors or expertsretained by the Purchaser in connection therewith.

5.	Representations and Warranties.

The Company represents and warrants to, and agrees with, the Purchaser that:

(a)	Each registration statement covering Securities and each prospectus (including anypreliminary or summary prospectus) contained therein or furnished pursuant to Section 3(a)(ix)hereof and any further amendments or supplements to any such registration statement or prospectus,when it becomes effective or is filed with the Commission, as the case may be, and, in the case ofan underwritten offering of Securities, at the time of the closing under the underwriting agreementrelating thereto will conform in all material respects to the requirements of the Securities Act,and will not contain an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein not misleading; and at alltimes subsequent to the Effective Time when a prospectus would be required to be delivered under theSecurities Act, other than from (i) such time as a notice has been given to the Purchaserpursuant to Section 3(a)(vi)(F) hereof until (ii) such time as the Company furnishes anamended or supplemented prospectus pursuant to Section 3(b) hereof, each such registrationstatement, and each prospectus (including any summary prospectus) contained therein or furnishedpursuant to Section 3(c)(ix) hereof, as then amended or supplemented, will conform in allmaterial respects to the requirements of the Securities Act, and will not contain an untruestatement of a material fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in the light of the circumstances thenexisting; provided, however, that this representation and warranty shall not apply to any statementsor omissions made in reliance upon and in conformity with information furnished in writing to theCompany by the Purchaser expressly for use therein.

(b)	Any documents incorporated by reference in any prospectus referred to in Section 5(a)hereof, when they become or became effective or are or were filed with the Commission, or ifamended, when amended, as the case may be, will conform or conformed in all material respects to therequirements of the Exchange Act, and none of such documents will contain or contained an untruestatement of a material fact or will omit or omitted to state a material fact required to be statedtherein or necessary to make the statements therein not misleading; provided, however,that this representation and warranty shall not apply to any statements or omissions made inreliance upon and in conformity with information furnished in writing to the Company by thePurchaser expressly for use therein.

6.	Indemnification.

(a)	Indemnification by the Company. Upon the registration of Securities pursuant toSection 2 hereof, and in consideration of the agreements of the Purchaser contained herein, andas an inducement to the Purchaser to purchase the Convertible Notes, the Company shall, and ithereby agrees to, indemnify and hold harmless the Purchaser and each person who participates as aplacement or sales agent or as an underwriter in any offering or sale of such Securities against anylosses, claims, damages or liabilities, joint or several, to which the Purchaser or any such agentor underwriter may become subject under the Securities Act or otherwise, insofar as such losses,claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon anuntrue statement or alleged untrue statement of a material fact contained in any registrationstatement under which such Securities were registered under the Securities Act, or any preliminary,final or summary prospectus contained therein or furnished by the Company to the Purchaser, agent orunderwriter, or any amendment or supplement thereto, or arise out of or are based upon the omissionor alleged omission to state therein a material fact required to be stated therein or necessary tomake the statements therein not misleading, and the Company shall, and it hereby agrees to,reimburse the Purchaser, such agent and such underwriter for any legal or other expenses reasonablyincurred by them in connection with investigating or defending any such action or claim as suchexpenses are incurred; provided, however, that the Company shall not be liable to anysuch person in any such case to the extent that any such loss, claim, damage or liability arises outof or is based upon an untrue statement or alleged untrue statement or omission or alleged omissionmade in such registration statement, or preliminary, final or summary prospectus, or amendment orsupplement in reliance upon and in conformity with written information furnished to the Company bysuch person expressly for use therein. 

(b)	Indemnification by the Purchaser and any Agents and Underwriters. The Company mayrequire, as a condition to including any Securities in any registration statement filed pursuant toSection 2 hereof and to entering into any underwriting agreement with respect thereto, that theCompany shall have received an undertaking reasonably satisfactory to it from the Purchaser and fromeach underwriter named in any such underwriting agreement, severally and not jointly, to(i) indemnify and hold harmless the Company against any losses, claims, damages or liabilitiesto which the Company may become subject, under the Securities Act or otherwise, insofar as suchlosses, claims, damages or liabilities (or actions in respect thereof) arise out of or are basedupon an untrue statement or alleged untrue statement of a material fact contained in suchregistration statement, or any preliminary, final or summary prospectus contained therein orfurnished by the Company to the Purchaser, agent or underwriter, or any amendment or supplementthereto, or arise out of or are based upon the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statements therein notmisleading, in each case to the extent, but only to the extent, that such untrue statement oralleged untrue statement or omission or alleged omission was made in reliance upon and in conformitywith written information furnished to the Company by the Purchaser or underwriter expressly for usetherein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred bythe Company in connection with investigating or defending any such action or claim as such expensesare incurred.

(c)	Notices of Claims, Etc. Promptly after receipt by an indemnified party undersubsection (a) or (b) above of written notice of the commencement of any action, suchindemnified party shall, if a claim in respect thereof is to be made against an indemnifying partypursuant to the indemnification provisions of or contemplated by this Section 6, notify suchindemnifying party in writing of the commencement of such action; but the omission so to notify theindemnifying party shall not relieve it from any liability which it may have to any indemnifiedparty other than under the indemnification provisions of or contemplated by Section 6(a) or6(b) hereof. In case any such action shall be brought against any indemnified party and it shallnotify an indemnifying party of the commencement thereof, such indemnifying party shall be entitledto participate therein and, to the extent that it shall wish, jointly with any other indemnifyingparty similarly notified, to assume the defense thereof, with counsel satisfactory to suchindemnified party (who shall not, except with the consent of the indemnified party, be counsel tothe indemnifying party), and, after notice from the indemnifying party to such indemnified party ofits election so to assume the defense thereof, such indemnifying party shall not be liable to suchindemnified party for any legal expenses of other counsel or any other expenses, in each casesubsequently incurred by such indemnified party, in connection with the defense thereof other thanreasonable costs of investigation. 

(d)	Contribution. Each party hereto agrees that, if for any reason the indemnificationprovisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficientto hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (oractions in respect thereof) referred to therein, then each indemnifying party shall contribute tothe amount paid or payable by such indemnified party as a result of such losses, claims, damages orliabilities (or actions in respect thereof) in such proportion as is appropriate to reflect therelative benefits received by indemnified party on the one hand and the indemnifying party on theother from the issuance of the Convertible Notes and sale of the Securities. If, however, theallocation provided by the immediately preceding sentence is not permitted by applicable law or ifthe indemnified party failed to give the notice required under subsection (c) above, then eachindemnifying party shall contribute to such amount paid or payable by such indemnified party in suchproportion as is appropriate to reflect not only such relative benefits but also the relative faultof the indemnifying party and the indemnified party in connection with the statements or omissionswhich resulted in such losses, claims, damages or liabilities (or actions in respect thereof), aswell as any other relevant equitable considerations. The relative benefits received by the Companyon the one hand and the Purchaser on the other shall be deemed to be in the same proportion as thetotal purchase price received by the Company upon issuance of the Convertible Note bears to thedifference between the proceeds from the offering of the Securities received by the Purchaser andsuch purchase price. The relative fault of such indemnifying party and indemnified party shall bedetermined by reference to, among other things, whether the untrue or alleged untrue statement of amaterial fact or omission or alleged omission to state a material fact relates to informationsupplied by such indemnifying party or by such indemnified party, and the parties' relative intent,knowledge, access to information and opportunity to correct or prevent such statement or omission.The parties hereto agree that it would not be just and equitable if contributions pursuant to thisSection 6(d) were determined by pro rata allocation (even if the Purchaser or any agents orunderwriters or all of them were treated as one entity for such purpose) or by any other method ofallocation which does not take account of the equitable considerations referred to in thisSection 6(d). The amount paid or payable by an indemnified party as a result of the losses,claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed toinclude any legal or other fees or expenses reasonably incurred by such indemnified party inconnection with investigating or defending any such action or claim. Notwithstanding the provisionsof this Section 6(d), the Purchaser shall not be required to contribute any amount in excess ofthe amount by which the dollar amount of the proceeds received by the Purchaser from the sale of anySecurities (after deducting any fees, discounts and commissions applicable thereto) exceeds theamount of any damages which the Purchaser have otherwise been required to pay by reason of suchuntrue or alleged untrue statement or omission or alleged omission, and no underwriter shall berequired to contribute any amount in excess of the amount by which the total price at which theSecurities underwritten by it and distributed to the public were offered to the public exceeds theamount of any damages which such underwriter has otherwise been required to pay by reason of suchuntrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitledto contribution from any person who was not guilty of such fraudulent misrepresentation. ThePurchaser's and any underwriters' obligations in this Section 6(d) to contribute shall beseveral in proportion to the principal amount of Securities registered or underwritten, as the casemay be, by them and not joint.

(e)	The obligations of the Company under this Section 6 shall be in addition to anyliability which the Company may otherwise have and shall extend, upon the same terms and conditions,to each officer, director and partner of the Purchaser, any agent and any underwriter and eachperson, if any, who controls the Purchaser or any agent or underwriter within the meaning of theSecurities Act; and the obligations of the Purchaser and any agents and underwriters contemplated bythis Section 6 shall be in addition to any liability which the Purchaser or any such agent orunderwriter, respectively, may otherwise have and shall extend, upon the same terms and conditions,to each officer and director of the Company (including any person who, with his consent, is named inany registration statement as about to become a director of the Company) and to each person, if any,who controls the Company within the meaning of the Securities Act.

7.	Miscellaneous.

(a)	No Inconsistent Agreements. The Company represents, warrants, covenants and agreesthat it has not granted, and shall not grant, registration rights with respect to Securities or anyother securities which would be inconsistent with the terms contained in these Registration Rights.

(b)	Specific Performance. The parties hereto acknowledge that there may be no adequateremedy at law if any party fails to perform any of its obligations hereunder and that each party maybe irreparably harmed by any such failure, and accordingly agree that each party, in addition to anyother remedy to which it may be entitled at law or in equity, shall be entitled to compel specificperformance of the obligations of any other party under these Registration Rights in accordance withthe terms and conditions of these Registration Rights, in any court of the United States or anyState thereof having jurisdiction.

(c)	Notices. Any notice or other communication required or permitted to be givenhereunder shall be deemed effectively given when personally delivered, telexed, transmitted byfacsimile or mailed by pre-paid certified mail, return receipt requested, or by telephone whenconfirmed in writing by one of the preceding methods addressed as follows (as applicable):

If to the Company, to:

SangStat Medical Corporation1505 Adams DriveMenlo Park, CA 94025Attention: General CounselTelephone Number: (650) 328-0300Facsimile Transmission Number: (650) 328-8892
If to Warburg Dillon Read LLC, to:

Warburg Dillon Read LLC677 Washington Blvd.Stamford, CT 06901Attention:	General CounselCapital MarketsTelephone Number: (203) 719-3000Facsimile Transmission Number: (203) 719-6097

or to such other address or number and to the attention of such other person as either party maydesignate by written notice to the other party. Notice shall be effective upon actual receipt.

(d)	Survival. The respective indemnities, agreements, representations, warranties andeach other provision set forth in these Registration Rights or made pursuant hereto shall remain infull force and effect regardless of any investigation (or statement as to the results thereof) madeby or on behalf of the Purchaser, any director, officer or partner of the Purchaser, any agent orunderwriter or any director, officer or partner thereof, or any controlling person of any of theforegoing.

(e)	Law Governing. These Registration Rights shall be governed by and construed inaccordance with the laws of the State of New York.

(f)	Headings. The descriptive headings of the several Sections and paragraphs of theseRegistration Rights are inserted for convenience only, do not constitute a part of theseRegistration Rights and shall not affect in any way the meaning or interpretation of theseRegistration Rights.

(g)	Entire Agreement; Amendments. These Registration Rights and the other writingsreferred to herein or delivered pursuant hereto which form a part hereof contain the entireunderstanding of the parties with respect to its subject matter. These Registration Rights supersedeall prior agreements and understandings between the parties with respect to its subject matter.These Registration Rights may be amended and the observance of any term of these Registration Rightsmay be waived (either generally or in a particular instance and either retroactively orprospectively) only by a written instrument duly executed by the Company and the Purchaser.

(h)	Assignment. In connection with any permitted transfer of a Convertible Note or anyportion thereof in a principal amount of not less than $500,000 the Purchaser may assign its rightshereunder in respect of such Convertible Note to the transferee. Upon such assignment the transfereeshall, insofar as the transferred Convertible Note is concerned, be entitled to all of the rights,and be subject to all of the obligations, of the Purchaser under these Registration Rights, and allreferences to the "Purchaser" herein shall thereafter be deemed to refer to the Purchaser, or suchtransferee, or both, as the circumstances warrant; provided that the right to requestregistration of Shares under Section 2 hereof may only be exercised by holders of a majority ininterest of the Securities then subject to these Registration Rights.

(i)	Counterparts. This agreement may be executed by the parties counterparts, each ofwhich shall be deemed to be an original, but all such respective counterparts shall togetherconstitute one and the same instrument.

Agreed to and accepted as of the date referred to above.

SANGSTAT MEDICAL CORPORATION

 

By	/s/ Jean-Jacques Bienaimé		
Name: Jean-Jacques Bienaimé

Title: President & CEO

WARBURG DILLON READ LLC

 

By:	/s/ Robert Morgan			
Name: Robert Morgan

Title:	Managing Director, Equities