Exhibit 4.4


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is
made and entered into as of October 23, 2007, by and among Optimer
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each
a “Purchaser” and collectively,
the “Purchasers”).


 


This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the date hereof
between the Company and each Purchaser (the “Purchase
Agreement”).


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and each of the Purchasers agree as follows:


 


1.             Definitions. Capitalized terms used
and not otherwise defined herein that are defined in the Purchase Agreement
shall have the meanings given such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:


 


“Advice” shall have the meaning set forth in Section 6(d).


 


“Affiliate” means, with respect to any person, any other
person which directly or indirectly controls, is controlled by, or is under
common control with, such person.


 


“Business Day” means a day, other than a Saturday or Sunday,
on which banks in New York City are open for the general transaction of
business.


 


“Closing”
has the meaning set forth in the Purchase Agreement.


 


“Closing
Date” has the meaning set forth in the Purchase Agreement.


 


“Commission” means the Securities and Exchange Commission.


 


“Common Stock” means the common stock of the Company, par
value $0.001 per share, and any securities into which such common stock may
hereinafter be reclassified.


 


“Effective Date” means the date that the Registration
Statement filed pursuant to Section 2(a) is first declared effective by the
Commission.


 


“Effectiveness Deadline” means, with respect to the Initial
Registration Statement or the New Registration Statement, the 90th
calendar day following the Closing Date (or, in the event the Commission
reviews and has written comments to the Initial Registration Statement or the
New Registration Statement, the 120th calendar day following the
Closing Date); provided, however,
that if the Company is notified by the Commission that the Initial Registration
Statement will not be reviewed or is no longer subject to further review and
comments, the Effectiveness Deadline as to such Registration Statement shall be
the tenth (10th) Trading Day following the date on which the Company
is so notified if such date precedes the dates otherwise required above; provided, further, that if the
Effectiveness Deadline falls on a Saturday, Sunday or other day that the
Commission is closed for business, the


 

















 


Effectiveness
Deadline shall be extended to the next Business Day on which the Commission is
open for business.


 


“Effectiveness Period” shall have the meaning set forth in
Section 2(b).


 


“Event” shall have the meaning set forth in Section 2(c).


 


“Event Date” shall have the meaning set forth in Section
2(c).


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


 


“Filing Deadline” means, with respect to the Initial
Registration Statement required to be filed pursuant to Section 2(a), the 30th
calendar day following the Closing Date, 
provided, however, that if
the Filing Deadline falls on a Saturday, Sunday or other day that the
Commission is closed for business, the Filing Deadline shall be extended to the
next business day on which the Commission is open for business.


 


“Holder” or “Holders”
means the holder or holders, as the case may be, from time to time of
Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement
filed pursuant to Section 2(a) of this Agreement.


 


“Liquidated Damages” shall have the meaning set forth in Section
2(c).


 


“Losses” shall have the meaning set forth in Section
5(a).


 


“New York Courts” means the state and federal courts sitting
in the City of New York, Borough of Manhattan.


 


“Person” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind.


 


“Placement Agent” means Piper Jaffray & Co. and any
permitted assigns.


 


“Principal Market” means the Trading Market on which the
Common Stock is primarily listed on and quoted for trading, which, as of the
Closing Date, shall be the NASDAQ Global Market.


 


“Proceeding” means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering


 


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of
any portion of the Registrable Securities covered by a Registration Statement,
and all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.


 


“Registrable Securities” means all of (i) the Shares and (ii)
any securities issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the foregoing, provided, that the Holder has completed
and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that Shares shall
cease to be Registrable Securities upon the earliest to occur of the following:
(A) sale pursuant to a Registration Statement or Rule 144 under the Securities
Act (in which case, only such security sold shall cease to be a Registrable
Security); or (B) becoming eligible for sale without volume limitations by the
Holder pursuant to Rule 144(k).


 


“Registration Statement” means any one or more registration
statements of the Company filed under the Securities Act that covers the resale
of any of the Registrable Securities pursuant to the provisions of this
Agreement (including without limitation the Initial Registration Statement, the
New Registration Statement and any Remainder Registration Statements),
amendments and supplements to such Registration Statements, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such Registration
Statements.


 


“Rule 144” means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.


 


“Rule 415” means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.


 


“Rule 424” means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.


 


“SEC Guidance” means (i) any publicly-available written or
oral guidance, comments, requirements or requests of the Commission staff and
(ii) the Securities Act.


 


“Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


 


“Selling
Stockholder Questionnaire” means a questionnaire in the form
attached as Annex B hereto, or such other form of questionnaire as may
reasonably be adopted by the Company from time to time.


 


“Shares” means the shares of Common Stock issued or issuable
to the Purchasers pursuant to the Purchase Agreement.


 


“Trading Day” means (i) a
day on which the Common Stock is listed or quoted and traded on its Principal
Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not
listed on a Trading Market (other than the OTC Bulletin Board), a day on which
the Common Stock is traded in the over-the-counter market, as reported by the
OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading
Market, a day on which the Common Stock is quoted in the over-the-counter
market as reported in the “pink sheets” by Pink Sheets LLC (or any similar
organization or agency succeeding to its functions of reporting prices); provided, that in the event that the
Common


 


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Stock is not listed or quoted as set forth in
(i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the American
Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the
NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed
or quoted for trading on the date in question.


 


2.             Registration.


 


(a)           On or prior to the Filing Deadline, the
Company shall prepare and file with the Commission a Registration Statement
covering the resale of all of the Registrable Securities not already covered by
an existing and effective Registration Statement for an offering to be made on
a continuous basis pursuant to Rule 415, or if Rule 415 is not available
for offers and sales of the Registrable Securities, by such other means of
distribution of Registrable Securities as the Holders may reasonably specify (the “Initial
Registration Statement”). The Initial Registration Statement shall
be on Form S-3 (except if the Company is ineligible to register for resale the
Registrable Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance with Section 2(e)) and shall
contain (except if otherwise required pursuant to written comments received
from the Commission upon a review of such Registration Statement) the “Plan of
Distribution” section attached hereto as Annex A. Notwithstanding the
registration obligations set forth in this Section 2, in the event the
Commission informs the Company that all of the Registrable Securities cannot,
as a result of the application of Rule 415, be registered for resale as a
secondary offering on a single registration statement, the Company agrees to
promptly (i) inform each of the holders thereof, (ii) use its reasonable
efforts to file amendments to the Initial Registration Statement as required by
the Commission and/or (iii) withdraw the Initial Registration Statement and
file a new registration statement (a “New
Registration Statement”), in either case covering the maximum number
of Registrable Securities permitted to be registered by the Commission, on Form
S-3 or such other form available to register for resale the Registrable
Securities as a secondary offering; provided,
however, that prior to filing such amendment or New Registration
Statement, the Company shall be obligated to use its reasonable efforts to
advocate with the Commission for the registration of all of the Registrable
Securities in accordance with the SEC Guidance, including without limitation,
the Manual of Publicly Available Telephone Interpretations D.29. In the event
the Company amends the Initial Registration Statement or files a New
Registration Statement, as the case may be, under clauses (ii) or (iii) above,
the Company will use its reasonable efforts to file with the Commission, as
promptly as allowed by Commission or SEC Guidance provided to the Company or to
registrants of securities in general, one or more registration statements on
Form S-3 or such other form available to register for resale those Registrable
Securities that were not registered for resale on the Initial Registration
Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).


 


(b)           The Company shall use
its reasonable efforts to cause each Registration Statement to be declared
effective by the Commission as soon as practicable and, with respect to the
Initial Registration Statement or the New Registration Statement, as
applicable, no later than the Effectiveness Deadline (including filing with the
Commission a request for acceleration of effectiveness in accordance with Rule
461 promulgated under the Securities Act within five (5) Business Days after
the date that the Company is notified (orally or in writing, whichever is
earlier) by the Commission that such Registration Statement will not be “reviewed,”
or not be subject to further review and the effectiveness of such Registration
Statement may be accelerated), and shall use its reasonable efforts to keep
such Registration Statement continuously effective under the Securities Act
until the earlier of (i) such time as all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Holders or (ii)
the date that all Registrable Securities covered by such Registration Statement
may be sold


 


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by non-affiliates without volume restrictions pursuant
to Rule 144(k) (the “Effectiveness Period”).
The Company shall request effectiveness of a Registration Statement as of 5:00
p.m. New York City time on a Trading Day. The Company shall promptly notify the
Holders via facsimile or electronic mail of a “.pdf” format data file of the
effectiveness of a Registration Statement on or before one Trading Day after
the day the Company telephonically confirms effectiveness with the Commission,
which confirmation shall be the date requested for effectiveness of a
Registration Statement. The Company shall, by 9:30 a.m. New York City Time on
the second Trading Day after the Effective Date, file a final Prospectus with
the Commission, as required by Rule 424(b). Notwithstanding any other provision
of this Agreement and subject to the payment of liquidated damages in Section
2(c), if any SEC Guidance sets forth a limitation of the number of Registrable
Securities permitted to be registered on a particular Registration Statement
(and notwithstanding that the Company used diligent efforts to advocate with
the Commission for the registration of all or a greater number of Registrable
Securities), the inclusion of the Shares in such Registration Statement shall
take precedence over and shall not be cut back until the following securities
of the Company are cut back and removed from such Registration Statement (in
the following order):  (i) any securities
of the Company to be included in such Registration Statement pursuant to
Section 6(b) (by reference to Schedule 3.1(y) to the Purchase Agreement), and
(ii) Shares. Any required cutbacks of Shares shall be applied to the Purchasers
pro-rata in accordance with the number of such Shares sought to be included in
such Registration Statement by reference to such Purchaser’s (and in the case
of a subsequent transfer the initial Purchaser’s) aggregate Subscription Amount
relative to all Subscription Amounts.


 


If: (i) the Initial Registration Statement is not filed
with the Commission on or prior to the Filing Deadline, (ii) the Initial
Registration Statement or the New Registration Statement, as applicable, is not
declared effective by the Commission (or otherwise does not become effective)
for any reason on or prior to the Effectiveness Deadline or (iii) after its
Effective Date, (A) such Registration Statement ceases for any reason
(including without limitation by reason of a stop order, or the Company’s
failure to update the Registration Statement), but excluding the inability of
any Holder to sell the Registrable Securities covered thereby due to market
conditions, to remain continuously effective as to all Registrable Securities
for which it is required to be effective or (B) the Holders are not permitted to
utilize the Prospectus therein to resell such Registrable Securities, in the
case of (A) and (B), for an aggregate , of more than 20 consecutive Trading
Days or more than an aggregate of 40 Trading Days during any 12-month period
(which need not be consecutive) other than as a result of a breach of this
Agreement by a Holder or a Holder’s failure to return a Selling Stockholder
Questionnaire within the time period provided by Section 2(d) hereof, (any such
failure or breach in clauses (i) through (iii) above being referred to as an “Event,”
and, for purposes of clauses (i) or (ii), the date on which such Event occurs,
or for purposes of clause (iii), the date on which such 20 consecutive or 40
Trading Day period (as applicable) is exceeded, being referred to as “Event
Date”), then in addition to any other rights the Holders may have hereunder or
under applicable law, on each such Event Date and on each monthly anniversary
of each such Event Date (if the applicable Event shall not have been cured by
such date) until the applicable Event is cured, the Company shall pay to each
Holder an amount in cash, as partial liquidated damages and not as a penalty (“Liquidated
Damages”), equal to 1.0% of the aggregate purchase price paid by such Holder
pursuant to the Purchase Agreement for any Registrable Securities then held by
such Holder. The parties agree that (1) in no event shall the Company be liable
in any 30-day period for Liquidated Damages under this Agreement in excess of
1.0% of the aggregate purchase price paid by the Holders pursuant to the
Purchase Agreement and (2) the maximum aggregate Liquidated Damages payable to
a Holder under this Agreement shall be eighteen percent (18%) of the aggregate
purchase price paid by such Holder pursuant to the Purchase Agreement. If the
Company fails to pay any partial Liquidated Damages pursuant to this Section in
full within five (5) Business Days after the date payable, the Company will pay
interest thereon at a rate of 1.5% per month (or such lesser maximum amount
that is permitted to be paid by applicable law) to the Holder, accruing daily
from the date such Liquidated Damages are due until such amounts, plus all such
interest thereon, are paid in full. The Liquidated Damages pursuant to the
terms hereof shall


 


5

















 


apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event, except in the case of the first Event Date.
In the event that the
Company registers some but not all of the Registrable Securities, the 1.0% of
liquidated damages referred to above for any monthly period shall be reduced to
equal the percentage determined by multiplying 1.0% by a fraction, the
numerator of which shall be the number of Registrable Securities for which
there is not an effective Registration Statement at such time and the
denominator of which shall be the number of Registrable Securities at such
time. The Effectiveness Deadline for a Registration Statement shall be extended
without default or liquidated damages hereunder in the event that the Company’s
failure to obtain the effectiveness of the Registration Statement on a timely
basis results from the failure of a Purchaser to timely provide the
Company with information requested by the Company and necessary to complete the
Registration Statement in accordance with the requirements of the Securities
Act (in which the Effectiveness Deadline would be extended with respect to
Registrable Securities held by such Purchaser).


 


(c)           Each Holder agrees to
furnish to the Company a completed Selling Stockholder Questionnaire not more
than five (5) Trading Days following the date of this Agreement. Each Holder further agrees that it shall not
be entitled to be named as a selling security holder in the Registration
Statement or use the Prospectus for offers and resales of Registrable
Securities at any time, unless such Holder has returned to the Company a
completed and signed Selling Stockholder Questionnaire. If a Holder of
Registrable Securities returns a Selling Stockholder Questionnaire after the
deadline specified in the previous sentence, the Company shall use its
reasonable efforts to take such actions as are required to name such Holder as
a selling security holder in the Registration Statement or any pre-effective or
post-effective amendment thereto and to include (to the extent not theretofore
included) in the Registration Statement the Registrable Securities identified
in such late Selling Stockholder Questionnaire. Each Holder acknowledges
and agrees that the information in the Selling Stockholder Questionnaire will
be used by the Company in the preparation of the Registration Statement and
hereby consents to the inclusion of such information in the Registration
Statement.


 


(d)           In the
event that Form S-3 is not available for the registration of the resale of
Registrable Securities hereunder, the Company shall (i) register the resale of
the Registrable Securities on another appropriate form and (ii) undertake to
register the Registrable Securities on Form S-3 promptly after such form is
available, provided that the
Company shall maintain the effectiveness of the Registration Statement then in
effect until such time as a Registration Statement on Form S-3 covering the
Registrable Securities has been declared effective by the Commission.


 


3.             Registration Procedures


 


In connection with the
Company’s registration obligations hereunder, the Company shall:


 


(a)           Not less than five Trading Days prior to the
filing of a Registration Statement and not less than one Trading Day prior to the
filing of any related Prospectus or any amendment or supplement thereto (except
for Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and any similar or successor reports), the Company
shall, furnish to the Holder copies of
such Registration Statement, Prospectus or amendment or supplement thereto, as
proposed to be filed, which documents will be subject to the review of such
Holder (it being acknowledged and agreed that if a Holder does not object to or
comment on the aforementioned documents within such five Trading Day or one
Trading Day period, as the case may be, then the Holder shall be deemed to have
consented to and approved the use of such documents). The Company shall not file
any Registration Statement or amendment or supplement thereto in a form to
which a Holder reasonably objects in good faith, provided that, the Company is
notified of such objection in writing within the five (5) Trading Day or one
(1) Trading Day period described above, as applicable.


 


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(b)           (i) 
Prepare and file with the Commission such amendments (including post-effective
amendments) and supplements, to each Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration
Statement continuously effective as to the applicable Registrable Securities
for its Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement
(subject to the terms of this Agreement), and, as so supplemented or amended,
to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably
practicable to any comments received from the Commission with respect to each
Registration Statement or any amendment thereto and, as promptly as reasonably
possible, provide the Holders true and complete copies of all correspondence
from and to the Commission relating to such Registration Statement that
pertains to the Holders as “Selling Stockholders” but not any comments that
would result in the disclosure to the Holders of material and non-public
information concerning the Company; and (iv) comply with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by a Registration Statement until such time as
all of such Registrable Securities shall have been disposed of (subject to the
terms of this Agreement) in accordance with the intended methods of disposition
by the Holders thereof set forth in such Registration Statement as so amended
or in such Prospectus as so supplemented; provided, however, that each
Purchaser shall be responsible for the delivery of the Prospectus to the
Persons to whom such Purchaser sells any of the Shares (including in accordance
with Rule 172 under the Securities Act), and each Purchaser agrees to dispose
of Registrable Securities in compliance with the plan of distribution described
in the Registration Statement and otherwise in compliance with applicable
federal and state securities laws. In the case of amendments and supplements to
a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company
filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report
under the Exchange Act, the Company shall have incorporated such report by
reference into such Registration Statement, if applicable, or shall file such
amendments or supplements with the Commission on the same day on which the
Exchange Act report which created the requirement for the Company to amend or
supplement such Registration Statement was filed.


 


(c)           Notify the Holders (which notice shall,
pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been
made) as promptly as reasonably practicable (and, in the case of (i)(A) below,
not less than three Trading Days prior to such filing, in the case of (iii) and
(iv) below, not more than one Trading Day after such issuance or receipt, in
the case of (v) below, not less than one Trading Day after a determination by
the Company that the financial statements in any Registration Statement have
become ineligible for inclusion therein and, in the case of (vi) below, not
more than one Trading Day after the occurrence or existence of such
development) and (if requested by any such Person) confirm such notice in
writing no later than one Trading Day following the day (i)(A) when a
Prospectus or any Prospectus supplement or post-effective amendment to a
Registration Statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a “review” of such Registration
Statement and whenever the Commission comments in writing on any Registration
Statement (in which case the Company shall provide to the Holder true and
complete copies of all comments that pertain to the Holders as a “Selling
Stockholder” or to the “Plan of Distribution” and all written responses
thereto, but not information that the Company believes would constitute material
and non-public information); and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information that pertains to the
Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the
issuance by the Commission or any other federal or state governmental authority
of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any
Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to


 


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the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of
any Proceeding for such purpose; (v) of the occurrence of any event or passage
of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in such
Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that
requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus,
form of prospectus or supplement thereto, in light of the circumstances under
which they were made), not misleading; and (vi) the occurrence or existence of
any pending development with respect to the Company that the Company believes
may be material and that, in the determination of the Company, makes it not in
the best interest of the Company to allow continued availability of a
Registration Statement or Prospectus, provided,
that any and all of such information shall remain confidential to each Holder
until such information otherwise becomes public, unless disclosure by a Holder
is required by law; provided, further, that notwithstanding each Holder’s
agreement to keep such information confidential, the Holders make no
acknowledgement that any such information is material, non-public information.


 


(d)           Use commercially reasonable efforts to avoid
the issuance of, or, if issued, obtain the withdrawal of (i) any order
suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at soon as practicable.


 


(e)           If
requested by a Holder, furnish to such Holder, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto and
all exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the Commission; provided,
that the Company shall have no obligation to provide any document pursuant to
this clause that is available on the Commission’s EDGAR system.


 


(f)            Prior
to any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the
registration or qualification) of such Registrable Securities for the resale by
the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file a
general consent to service of process in any such jurisdiction.


 


(g)           If requested by the Holders, cooperate with
the Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to
a Registration Statement, which certificates shall be free, to the extent
permitted by the Purchase Agreement and under law, of all restrictive legends,
and to enable such Registrable Securities to be in such denominations and
registered in such names as any such Holders may reasonably request.


 


(h)           Following the occurrence of any event
contemplated by Section 3(c)(iii)-(vi), as promptly as reasonably
practicable, prepare a supplement or amendment, including a post-effective
amendment, to the affected Registration Statements or a supplement to the
related Prospectus or any


 


8

















 


document incorporated or
deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, no Registration Statement nor any
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, form of prospectus or
supplement thereto, in light of the circumstances under which they were made),
not misleading.


 


(i)            Comply with all applicable rules and
regulations of the Commission.


 


(j)            The Company may require each selling Holder
to furnish to the Company a certified statement as to the number of shares of
Common Stock beneficially owned by such Holder and, if required by the
Commission,  the natural persons thereof
that have voting and dispositive control over the Shares. During any periods
that the Company is unable to meet its obligations hereunder with respect to
the registration of the Registrable Securities solely because any Holder fails
to furnish such information within three Trading Days of the Company’s request,
any liquidated damages that are accruing at such time as to such Holder only
shall be tolled and any Event that may otherwise occur solely because of such
delay shall be suspended as to such Holder only, until such information is
delivered to the Company.


 


4.             Registration Expenses. All fees and expenses
incident to the Company’s performance of or compliance with its obligations
under this Agreement (excluding any underwriting discounts and selling
commissions and all legal fees and expenses of legal counsel for any Holder)
shall be borne by the Company whether or not any Registrable Securities are
sold pursuant to a Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, (i) all registration
and filing fees (including, without limitation, fees and expenses (A) with
respect to filings required to be made with any Trading Market on which the
Common Stock is then listed for trading, and (B) with respect to compliance
with applicable state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the
Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as requested by
the Holders), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the Holders of a majority of the
Registrable Securities included in the Registration Statement), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder. In no event shall the Company
be responsible for any underwriting, broker or similar fees or commissions of
any Holder or, except to the extent provided for in the Transaction Documents,
any legal fees or other costs of the Holders.


 


5.             Indemnification.


 


(a)           Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify, defend and hold harmless each Holder,
the officers, directors, agents, partners, members, managers, stockholders,
Affiliates and employees of each of them, each Person who controls any such
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and the officers, directors, partners, members, managers,
stockholders, agents and employees of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable


 


9

















 


costs of preparation and investigation and reasonable
attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of any Prospectus
or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, or (ii) any violation or alleged
violation by the Company of the Securities Act, Exchange Act or any state
securities law or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but
only to the extent, that (A) such untrue statements, alleged untrue statements,
omissions or alleged omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was
reviewed and approved by such Holder expressly for use in a Registration
Statement, such Prospectus or such form of Prospectus or in any amendment or
supplement thereto (it being understood that the Holder has approved Annex A
hereto for this purpose), (B) in the case of an occurrence of an event of the
type specified in Section 3(c)(iii)-(vi), related to the use by a Holder
of an outdated or defective Prospectus after the Company has notified such
Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice
contemplated and defined in Section 6(e) below, but only if and to the
extent that following the receipt of the Advice the misstatement or omission
giving rise to such Loss would have been corrected or (C) any such Losses arise
out of the Purchaser’s (or any other indemnified Person’s) failure to send or
give a copy of the Prospectus or supplement (as then amended or supplemented)
to the Persons asserting an untrue statement or alleged untrue statement or
alleged untrue statement or omission or alleged omission at or prior to the
written confirmation of the sale of Registrable Securities to such Person if
such statement or omission was corrected in such Prospectus or supplement. The
Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of an Indemnified Party (as defined in Section 5(c)) and
shall survive the transfer of the Registrable Securities by the Holders.


 


(b)           Indemnification by Holders. Each Holder shall, notwithstanding any
termination of this Agreement, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each
Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred,
arising out of or are based upon (x) such Holder’s failure to comply with the
prospectus delivery requirements of the Securities Act or (y) any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any
Prospectus, or any form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading (i) to the extent, but
only to the extent, that such untrue statements or omissions are based solely
upon information regarding such Holder furnished in writing to the Company by
such Holder expressly for use therein or (ii) to the extent that such
information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and approved by such
Holder expressly for use in a Registration Statement (it being understood that
the Holder has approved Annex A hereto for this purpose), such
Prospectus or such form of Prospectus or in any amendment or supplement thereto
or (iii) in the case of an occurrence of an event of the type specified in Section
3(c)(iii)-(vi), to the extent related to the use by such Holder of an
outdated or defective Prospectus after the Company has notified such Holder in
writing that the


 


10

















 


Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in
Section 6(e). In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.


 


(c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified
Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the
Indemnifying Party shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all reasonable fees and expenses incurred in
connection with defense thereof; provided,
that the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have materially and adversely
prejudiced the Indemnifying Party.


 


An Indemnified Party shall
have the right to employ separate counsel in any such Proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(3) the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel that a conflict of
interest exists if the same counsel were to represent such Indemnified Party
and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have
the right to assume the defense thereof and such counsel shall be at the
expense of the Indemnifying Party); provided,
that the Indemnifying Party shall not be liable for the fees and expenses of
more than one separate firm of attorneys at any time for all Indemnified
Parties. The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not
be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such Proceeding.


 


Subject to the terms of this
Agreement, all fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within twenty
Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is finally
judicially determined to not be entitled to indemnification hereunder).
The failure to deliver written notice to the Indemnifying Party within a
reasonable time of the commencement of any such action shall not relieve such
Indemnifying Party of any liability to the Indemnified Party under this Section
5, except to the extent that the Indemnifying Party is prejudiced in its
ability to defend such action..


 


(d)           Contribution. If the indemnification under Section 5(a)
or 5(b) is unavailable to an Indemnified Party or insufficient to hold an
Indemnified Party harmless for any Losses, then each Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to


 


11

















 


reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include, subject to the limitations set
forth in this Agreement, any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this
Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the
provisions of this Section 5(d), no Holder shall be required to contribute, in
the aggregate, any amount in excess of the amount by which the net proceeds
actually received by such Holder from the sale of the Registrable Securities
subject to the Proceeding exceeds the amount of any damages that such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 


The indemnity and
contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties and
are not in dimunition or limitation of the indemnification provisions under the
Purchase Agreement.


 


6.             Miscellaneous.


 


(a)           Remedies. In the event of a breach by the Company or by a Holder of any of their
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


 


12

















 


(b)           No Piggyback on Registrations. Except and to the extent specified in Schedule
3.1(y) to the Purchase Agreement, neither the Company nor any of its
security holders (other than the Holders in such capacity pursuant hereto) may
include securities of the Company in a Registration Statement other than the
Registrable Securities and the Company shall not prior to the Effective Date
enter into any agreement providing any such right to any of its security
holders. The Company shall not, from the date hereof until the date that is 60
days after the Effective Date of the Registration Statement, prepare and file
with the Commission a registration statement relating to an offering for its
own account under the Securities Act of any of its equity securities other than
a registration statement on Form S-8 or, in connection with an acquisition, on
Form S-4. For the avoidance of doubt, the Company shall not be prohibited from
preparing and filing with the Commission a registration statement relating to
an offering of Common Stock by existing stockholders of the Company under the
Securities Act pursuant to the terms of registration rights held by such
stockholder or from filing amendments to registration statements filed prior to
the date of this Agreement.


 


(c)           Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it in
connection with sales of Registrable Securities pursuant to a
Registration Statement and shall sell the Registrable Securities only in
accordance with a method of distribution described in the Registration
Statement


 


(d)           Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder
agrees that, upon receipt of a notice from the Company of the occurrence of any
event of the kind described in Section 3(c)(iii)-(vi), such Holder will
forthwith discontinue disposition of such Registrable Securities under a
Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of
the applicable Prospectus (as it may have been supplemented or amended) may be
resumed. The Company may provide appropriate stop orders to enforce the
provisions of this paragraph. The Company agrees and acknowledges that any
periods during which the Holder is required to discontinue the disposition of
the Registrable Securities hereunder shall be subject to the provisions of Section
2(c) as qualified by Section 3(a).


 


(e)           No
Inconsistent Agreements. Other than as described in the SEC Reports (as
defined in the Purchase Agreement) , neither the Company nor any of its
Subsidiaries has entered, as of the date hereof, nor shall the company or any
of its Subsidiaries, on or after the date hereof, enter into any agreement with
respect to its securities, that would have the effect of impairing the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.


 


(f)            Amendments and
Waivers. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, or waived unless the
same shall be in writing and signed by the Company and Holders holding a
majority of the then outstanding Registrable Securities. Notwithstanding the
foregoing,  a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of all of the Registrable
Securities to which such waiver or consent relates; provided, however,
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.


 


(g)           Termination. The registration rights provided to the Holders of Registrable
Securities hereunder, and the Company’s obligation to keep the Registration
Statements effective, shall terminate at such time as there are no Registrable
Securities outstanding. Notwithstanding the foregoing, Section 2(c),
Section 4, Section 5, Section 6(h), Section 6(k),
Section 6(l), Section 6(m), Section6(n), Section 6(o) and Section
6(p) shall survive the termination of this Agreement.


 


13

















 


(h)           Notices. Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Purchase Agreement.


 


(i)            Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. The Company may not assign its
rights (except by merger or in connection with another entity acquiring all or
substantially all of the Company’s assets) or obligations hereunder without the
prior written consent of all the Holders of the then outstanding Registrable
Securities. Each Holder may assign its respective rights hereunder in the
manner and to the Persons as permitted under the Purchase Agreement; provided in each case that (i) the
Holder agrees in writing with the transferee or assignee to assign such rights
and related obligations under this Agreement, and for the transferee or
assignee to assume such obligations, and a copy of such agreement is furnished
to the Company within a reasonable time after such assignment, (ii) the
Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of the name and address of such transferee or assignee
and the securities with respect to which such registration rights are being
transferred or assigned, (iii) at or before the time the Company received
the written notice contemplated by clause (ii) of this sentence, the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein and (iv) the transferee is an “accredited
investor,” as that term is defined in Rule 501 of Regulation D.


 


(j)            Execution and Counterparts. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature were the original
thereof.


 


(k)           Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.


 


(l)            Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any other remedies provided by law.


 


(m)          Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their good faith reasonable efforts to find and
employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction. It
is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


(n)           Headings. The headings in this Agreement are for convenience only and shall not
limit or otherwise affect the meaning hereof.


 


14

















 


(o)           Independent Nature of Purchasers’ Obligations
and Rights. The obligations
of each Purchaser under this Agreement are several and not joint with the
obligations of any other Purchaser hereunder, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. The decision of each Purchaser to purchase the Shares
pursuant to the Transaction Documents has been made independently of any other
Purchaser. Nothing contained herein or in any other agreement or document
delivered at any closing, and no action taken by any Purchaser pursuant hereto
or thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each
Purchaser acknowledges that no other Purchaser has acted as agent for such
Purchaser in connection with making its investment hereunder and that no
Purchaser will be acting as agent of such Purchaser in connection with
monitoring its investment in the Shares or enforcing its rights under the
Transaction Documents. Each Purchaser shall be entitled to protect and enforce
its rights, including, without limitation, the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined
as an additional party in any Proceeding for such purpose. The Company acknowledges
that each of the Purchasers has been provided with the same Registration Rights
Agreement for the purpose of closing a transaction with multiple Purchasers and
not because it was required or requested to do so by any Purchaser.


 


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15

















 


IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first
written above.


 


	
   

  	
  OPTIMER PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael N. Chang, Ph.D.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael N. Chang, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
					



 


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                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Chung Chia Company Limited

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Hsu Tsui-Hua

  
	
   

  	
  Name:

  	
  Hsu Tsui-Hua

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: T/F, 308 Bade Road, Section 2

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Taipei, Taiwan

  
	
   

  	
   

  
	
   

  	
  Attention: Frank Chen

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  886 2 8161 9908

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  886 2 8161 7969

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  frankchen@mail.ruentex.com.tw

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Hanton Consultants, Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Lang Chou

  
	
   

  	
  Name:

  	
  Lang Chou

  
	
   

  	
  Title:

  	
  USA Representative

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 2154 Chisin St.

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: San Jose, CA 95121

  
	
   

  	
   

  
	
   

  	
  Attention: Nora Rudy

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  408-274-8696

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  408-270-8696

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  langchou@gmail.com

  
				



 


 

















 


 


 


 


                IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date
first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Chi-Huey Wong

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Chi-Huey Wong

  
	
   

  	
  Name:

  	
  Chi-Huey Wong

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Optimer Pharmaceuticals, Inc. c/o
  Michael Chang

  
	
   

  	
   

  
	
   

  	
  Street: 10110 Sorrento Valley Road, Suite C

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: San Diego, CA 92121

  
	
   

  	
   

  
	
   

  	
  Attention: Chi-Huey Wong

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  858-909-0736

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  858-909-0737

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  Wong@scripps.edu

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Fan-Pet International Co.,
  Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Li-Hung Chen

  
	
   

  	
  Name:

  	
  Li-Hung Chen

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: [Illegible]

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Taipei
  City, Taiwan, R.O.C. [Illegible]

  
	
   

  	
   

  
	
   

  	
  Attention: Vicky Chou

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  886-2-37076868

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  886-2-37076898

  
	
   

  	
   

  
	
   

  	
  Email:

  	
   

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Boston Life Science
  Venture Corp.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ [stamp]

  
	
   

  	
  Name:

  	
  Peter Wu [Characters]

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Jean Lo

  
	
   

  	
   

  
	
   

  	
  Street: 8 Fl, No. 99, Sec.
  2, Tiding Blvd.

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Neihu
  District, Taipei 114, Taiwan

  
	
   

  	
   

  
	
   

  	
  Attention: Jean Lo

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  886-2-2627-6000

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  886-2-2798-9816

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  jeanlo@ibtm.com.tw

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  President (BVI)
  International Investment Holdings Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Chang-Sheng Lin

  
	
   

  	
  Name:

  	
  Chang-Sheng Lin

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: 10F, No. 11

  
	
   

  	
   

  
	
   

  	
  Street: Songgro Road

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Taipei
  City, 110, Taiwan (R.O.C.)

  
	
   

  	
   

  
	
   

  	
  Attention: Mio-Ling Cheng

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  [Illegible]

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  [Illegible]

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  [Illegible]

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Prudence Venture
  Investment Corp.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Jessica Wu

  
	
   

  	
  Name:

  	
  Jessica Wu

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Prudence Venture
  Investment Corp.

  
	
   

  	
   

  
	
   

  	
  Street: 3F, No. 245,
  TunHua S. Rd, Sec. 1

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Taipei
  106, Taiwan

  
	
   

  	
   

  
	
   

  	
  Attention: Alice Chen

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  886-28773-3997 x829

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  886-2-8773-3800

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  alice@cidc.com.tw

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Grand Cathay Venture
  Capital III Co., Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Edward Chang

  
	
   

  	
  Name:

  	
  Edward Chang

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Grand Cathay Venture
  Capital III Co., Ltd.

  
	
   

  	
   

  
	
   

  	
  Street: 3F, No. 245,
  TunHua S. Rd. Sec. 1

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Taipei
  106, Taiwan

  
	
   

  	
   

  
	
   

  	
  Attention: Alice Chen

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  886-2-8773-3997 x829

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  886-2-8773-3800

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  alice@cidc.com.tw

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Perceptive Life Sciences
  Master Fund

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ James Mannly

  
	
   

  	
  Name:

  	
  James Mannly

  
	
   

  	
  Title:

  	
  COO

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 499 Park Ave,
  25th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York,
  NY 10028

  
	
   

  	
   

  
	
   

  	
  Attention: Steve Berger

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  646-205-5342

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  646-205-5301

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  Berger@percetivelife.com  

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Deerfield Special
  Situations Fund International, Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ [Illegible]

  
	
   

  	
  Name:

  	
  James [Illegible]

  
	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Deerfield Management

  
	
   

  	
   

  
	
   

  	
  Street: 780 3rd
  Ave, 37th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York,
  NY 10017

  
	
   

  	
   

  
	
   

  	
  Attention: Darren Levine

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-551-1600

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-551-1612

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  dlevine@deerfieldpartners.com

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Deerfield Special
  Situations Fund, L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ [Illegible]

  
	
   

  	
  Name:

  	
  James [Illegible]

  
	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Deerfield Management

  
	
   

  	
   

  
	
   

  	
  Street: 780 3rd
  Ave, 37th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York,
  NY 10017

  
	
   

  	
   

  
	
   

  	
  Attention: Darren Levine

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-551-1600

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-551-1612

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  dlevine@deerfieldpartners.com

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Biotech Target N.V.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ [Illegible]  [Illegible]

  
	
   

  	
  Name:

  	
  [Illegiblie] [Illegible]

  
	
   

  	
  Title:

  	
  Authorized Signatories

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: Shipweg 26

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Curacao,
  Netherlands Antilles

  
	
   

  	
   

  
	
   

  	
  Attention: Mr. Jan
  Bootsma

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  +5999 461 0140

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  +5999 461 0144

  
	
   

  	
   

  	
   

  
	
   

  	
  Email:

  	
  jan.bootsma@amnv-curacao.com

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Tang Capital Partners, LP

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Kevin Tang

  
	
   

  	
  Name:

  	
  Kevin Tang

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Tang Capital
  Management, LLC

  
	
   

  	
   

  
	
   

  	
  Street: 4401 Eastgate Mall

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: San Diego,
  CA 92121

  
	
   

  	
   

  
	
   

  	
  Attention: John Lemkey

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  858-550-3830

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  858-550-3837

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  jlemkey@tangcapital.com

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
   

  
	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Visium Balanced Offshore
  Fund, Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Mark Gottlieb

  
	
   

  	
  Name:

  	
  Mark Gottlieb

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 950 Third
  Avenue, 29th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Attention: Mark Gottlieb

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  646-840-5800

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  646-840-5801

  
	
   

  	
   

  	
   

  
	
   

  	
  Email:

  	
  mgottlieb@visiumfunds.com

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Visium Balanced Fund, LP

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Mark Gottlieb

  
	
   

  	
  Name:

  	
  Mark Gottlieb

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 950 Third
  Avenue, 29th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Attention: Mark Gottlieb

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  646-840-5800

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  646-840-5801

  
	
   

  	
   

  	
   

  
	
   

  	
  Email:

  	
  mgottlieb@visiumfunds.com

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Visium Long Bias Fund, LP

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Mark Gottlieb

  
	
   

  	
  Name:

  	
  Mark Gottlieb

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 950 Third
  Avenue, 29th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Attention: Mark Gottlieb

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  646-840-5800

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  646-840-5801

  
	
   

  	
   

  	
   

  
	
   

  	
  Email:

  	
  mgottlieb@visiumfunds.com

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Visium Long Bias Offshore
  Fund, Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Mark Gottlieb

  
	
   

  	
  Name:

  	
  Mark Gottlieb

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 950 Third
  Avenue, 29th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Attention: Mark Gottlieb

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  646-840-5800

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  646-840-5801

  
	
   

  	
   

  	
   

  
	
   

  	
  Email:

  	
  mgottlieb@visiumfunds.com

  
				



 


 

















 


 


 


 


                IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Atlas Master Fund, Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Scott Schroeder

  
	
   

  	
  Name:

  	
  Scott Schroeder

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: BAM LP

  
	
   

  	
   

  
	
   

  	
  Street: 135 East 57th
  Street, 27th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY
  10022

  
	
   

  	
   

  
	
   

  	
  Attention: Kirk Johansen

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-808-2300

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-808-2301

  
	
   

  	
   

  	
   

  
	
   

  	
  Email:

  	
  KJohansen@bamfunds.com

  
				



 


 
















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Enable Opportunity Partners LP

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  Brendan O’Neil

  
	
   

  	
  Name:

  	
  Brendan O’Neil

  
	
   

  	
  Title:

  	
  Principal and Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Enable Opportunity Partners LP

  
	
   

  	
   

  
	
   

  	
  Street: One Ferry Building, Suite 255

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: San Francisco, CA  94111

  
	
   

  	
   

  
	
   

  	
  Attention: Brendan O’Neil

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  415-677-1578

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  415-677-1580

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  boneil@enablecapital.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Pierce Diversified Strategy Master Fund LLC, Ena

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  Brendan O’Neil

  
	
   

  	
  Name:

  	
  Brendan O’Neil

  
	
   

  	
  Title:

  	
  Principal and Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Enable Opportunity Partners LP

  
	
   

  	
   

  
	
   

  	
  Street: One Ferry Building, Suite 255

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: San Francisco, CA  94111

  
	
   

  	
   

  
	
   

  	
  Attention: Brendan O’Neil

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  415-677-1578

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  415-677-1580

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  boneil@enablecapital.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Enable Growth Partners LP

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  Brendan O’Neil

  
	
   

  	
  Name:

  	
  Brendan O’Neil

  
	
   

  	
  Title:

  	
  Principal and Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Enable Growth Partners LP

  
	
   

  	
   

  
	
   

  	
  Street: One Ferry Building, Suite 255

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: San Francisco, CA 94111

  
	
   

  	
   

  
	
   

  	
  Attention: Brendan O’Neil

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  415-677-1578

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  415-677-1580

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  boneil@enablecapital.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Steelhead Investments Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  HBK Services LLC,

  
	
   

  	
   

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  J. Baker Gentry, Jr.

  
	
   

  	
  Name:

  	
  J. Baker Gentry, Jr.

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: HBK Services LLC

  
	
   

  	
   

  
	
   

  	
  Street: 300 Crescent Court, Suite 700

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Dallas, TX  75201

  
	
   

  	
   

  
	
   

  	
  Attention: Legal Department

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  214-758-6107

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  214-758-1207

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  legal@hbk.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  The Jay Goldman Master L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  Eric Wasserman

  
	
   

  	
  Name:

  	
  Eric Wasserman

  
	
   

  	
  Title:

  	
  Portfolio Mgr.

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 152 West 57th Street, 48th
  Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10019

  
	
   

  	
   

  
	
   

  	
  Attention: Adam Reback, CCO

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-262-4268

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-262-9550

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  AReback@JGoldman.net

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Broadview Partners, L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  Jay G. Goldman

  
	
   

  	
  Name:

  	
  Jay G. Goldman

  
	
   

  	
  Title:

  	
  Managing Partner

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 152 West 57th Street, 48th
  Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10019

  
	
   

  	
   

  
	
   

  	
  Attention: Adam Reback, CCO

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-262-4268

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-262-9550

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  AReback@JGoldman.net

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Woodmont Investments, Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  Jay G. Goldman

  
	
   

  	
  Name:

  	
  Jay G. Goldman

  
	
   

  	
  Title:

  	
  Sole Member – [Illegible]

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: EQ Fund Services (BVI) Ltd.

  
	
   

  	
   

  
	
   

  	
  Street: P.O. Box 438 Palm Grove House

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Road [Illegible], Tortola, BVI

  
	
   

  	
   

  
	
   

  	
  Attention: Adam Reback, CCO

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-262-4268

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-262-9550

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  AReback@JGoldman.net

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Balyasny Asset Management

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  Jeff Kreick

  
	
   

  	
  Name:

  	
  Jeff Kreick

  
	
   

  	
  Title:

  	
  Healthcare Analyst

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Jeff Kreick

  
	
   

  	
   

  
	
   

  	
  Street: 135 East 57th Street, 27th
  Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Attention: Jeff Kreick

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-808-2303

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-808-2301

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  JKreick@bamfunds.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  UBS O’Connor LLC F/B/O O’Connor Pipes Corporate Strategies Master
  Limited

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  Jeffrey Putnam

  
	
   

  	
  Name:

  	
  Jeffrey Putnam

  
	
   

  	
  Title:

  	
  Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: UBS O’Connor LLC

  
	
   

  	
   

  
	
   

  	
  Street: One North Water Drive, 32nd Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Chicago, IL 68606

  
	
   

  	
   

  
	
   

  	
  Attention: Rob Murray

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  312-525-6297

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  312-525-6297

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  [Illegible]

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  DWS Medical Innovations Fund

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/  [Illegible]

  
	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: DWS Investment GmbH

  
	
   

  	
   

  
	
   

  	
  Street: [Illegible]

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: 60612 Frankfurt a.m.

  
	
   

  	
   

  
	
   

  	
  Attention: 

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  +49-69-71909-8232

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  +49-69-71909-3257

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  noushin.irani@dws.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Mediphase Offshore Master Fund,
  L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By: Mediphase Capital Partners, LLC, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Paul A. Howard

  
	
   

  	
  Name:

  	
  Paul A. Howard

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Mediphase

  
	
   

  	
   

  
	
   

  	
  Street: 3 Newton Executive Park, Suite 104

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: Newton, MA

  
	
   

  	
   

  
	
   

  	
  Attention: Paul Howard

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  617-332-3408
  x102

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  617-332-8463

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  phoward@mediphaseventure.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Broadfin Healthcare Fund, LP

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Kevin Kotler

  
	
   

  	
  Name:

  	
  Kevin Kotler, Broadfin
  Advisors, LLC

  
	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Broadfin Capital, LLC

  
	
   

  	
   

  
	
   

  	
  Street: 237 Park Avenue, Suite 900

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10017

  
	
   

  	
   

  
	
   

  	
  Attention: Kevin Kotler

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-808-2461

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-808-2464

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  kevin@broadfincapital.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Broadfin Healthcare Offshore
  Fund, Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Kevin Kotler

  
	
   

  	
  Name:

  	
  Kevin Kotler

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o: Broadfin Capital, LLC

  
	
   

  	
   

  
	
   

  	
  Street: 237 Park Avenue, Suite 900

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10017

  
	
   

  	
   

  
	
   

  	
  Attention: Kevin Kotler

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-808-2461

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-808-2464

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  kevin@broadfincapital.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Iroquois Master Fund Ltd.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Joshua
  [Illegible]

  
	
   

  	
  Name:

  	
  Joshua [Illegible]

  
	
   

  	
  Title:

  	
  [Illegible]

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 641 [Illegible]

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Attention: Joshua [Illegible]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-974-3070

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-207-3452

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  [Illegible]

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Baker/Tisch Investments, L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By: Baker/Tisch Capital, L.P.
  (general partner)

  
	
   

  	
  By: Baker/Tisch Capital (GP),
  LLC, (general partner)

  
	
   

  	
  By: Felix Baker, Ph.D.,
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
     [Illegible]

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 667
  Madison Ave, 17th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New
  York, NY 10065

  
	
   

  	
   

  
	
   

  	
  Attention: Leo
  Kirby

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-339-5633

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-339-5688

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  lkirby@bbinvestments.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Baker Bros. Investments II,
  L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By: Baker Bros. Capital, L.P.
  (general partner)

  
	
   

  	
  By: Baker Bros. Capital (GP),
  LLC, (general partner)

  
	
   

  	
  By: Felix Baker, Ph.D.,
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
     [Illegible]

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 667
  Madison Ave, 17th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New
  York, NY 10065

  
	
   

  	
   

  
	
   

  	
  Attention: Leo
  Kirby

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-339-5633

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-339-5688

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  lkirby@bbinvestments.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Baker Brothers Life Sciences,
  L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By: Baker Brothers Life
  Sciences Capital, L.P. (general partner)

  
	
   

  	
  By: Baker Brothers Life
  Sciences Capital (GP), LLC, (general partner)

  
	
   

  	
  By: Felix Baker, Ph.D.,
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
      [Illegible]

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 667
  Madison Ave, 17th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New
  York, NY 10065

  
	
   

  	
   

  
	
   

  	
  Attention: Leo
  Kirby

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-339-5633

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-339-5688

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  lkirby@bbinvestments.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  14159, L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By: 14159 Capital, L.P.
  (general partner)

  
	
   

  	
  By: 14159 Capital (GP), LLC,
  (general partner)

  
	
   

  	
  By: Felix Baker, Ph.D.,
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
      [Illegible]

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 667
  Madison Ave, 17th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New
  York, NY 10065

  
	
   

  	
   

  
	
   

  	
  Attention: Leo
  Kirby

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-339-5633

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-339-5688

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  lkirby@bbinvestments.com

  
				



 

















 


IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


 


 


	
   

  	
  NAME OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
  Baker Biotech Fund I, L.P.

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By: Baker Biotech Capital, L.P.,
  (general partner)

  
	
   

  	
  By: Baker Biotech Capital (GP),
  LLC, (general partner)

  
	
   

  	
  By: Felix Baker, Ph.D.,
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
      [Illegible]

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  
	
   

  	
   

  
	
   

  	
  Street: 667
  Madison Ave, 17th Floor

  
	
   

  	
   

  
	
   

  	
  City/State/Zip: New
  York, NY 10065

  
	
   

  	
   

  
	
   

  	
  Attention: Leo
  Kirby

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
  212-339-5633

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  212-339-5688

  
	
   

  	
   

  
	
   

  	
  Email:

  	
  lkirby@bbinvestments.com

  
				



 
















 


Annex
A


 


PLAN OF
DISTRIBUTION


 


We are registering the
shares of Common Stock issued to the selling stockholders to permit the resale
of these shares of Common Stock by the holders of the shares of Common Stock
from time to time after the date of this prospectus. We will not receive any of
the proceeds from the sale by the selling stockholders of the shares of Common
Stock. We will bear all fees and expenses incident to our obligation to
register the shares of Common Stock.


 


The selling stockholders may sell all or a portion of
the shares of Common Stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or
agents. If the shares of Common Stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or
commissions or agent’s commissions. The shares of Common Stock may be sold on
any national securities exchange or quotation service on which the securities
may be listed or quoted at the time of sale, in the over-the-counter market or
in transactions otherwise than on these exchanges or systems or in the
over-the-counter market and in one or more transactions at fixed prices, at
prevailing market prices at the time of the sale, at varying prices determined
at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions. The selling
stockholders may use any one or more of the following methods when selling
shares:


 


•      ordinary
brokerage transactions and transactions in which the broker-dealer solicits
purchasers;


 


•      block
trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;


 


•      purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;


 


•      an
exchange distribution in accordance with the rules of the applicable exchange;


 


•      privately
negotiated transactions;


 


•      settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a part;


 


•      broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per share;


 


•      through
the writing or settlement of options or other hedging transactions, whether
such options are listed on an options exchange or otherwise;


 


•      a
combination of any such methods of sale; and


 


•      any
other method permitted pursuant to applicable law.


 


The
selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, as
permitted by that rule, or Section 4(1) under the Securities Act,  if available, rather than under this
prospectus, provided that they meet the criteria and conform to the
requirements of those provisions.


 

















 


Broker-dealers engaged by
the selling stockholders may arrange for other broker-dealers to participate in
sales. If the selling stockholders effect such transactions by selling shares
of Common Stock to or through underwriters, broker-dealers or agents, such
underwriters, broker-dealers or agents may receive commissions in the form of
discounts, concessions or commissions from the selling stockholders or
commissions from purchasers of the shares of Common Stock for whom they may act
as agent or to whom they may sell as principal. Such commissions will be in
amounts to be negotiated, but, except as set forth in a supplement to this
Prospectus, in the case of an agency transaction will not be in excess of a
customary brokerage commission in compliance with NASD Rule 2440; and in the
case of a principal transaction a markup or markdown in compliance with NASD
IM-2440.


 


In connection with sales
of the shares of Common Stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the shares of Common Stock in the
course of hedging in positions they assume. The selling stockholders may also
sell shares of Common Stock short and if such short sale shall take place after
the date that this Registration Statement is declared effective by the
Commission, the selling stockholders may deliver shares of Common Stock covered
by this prospectus to close out short positions and to return borrowed shares
in connection with such short sales. The selling stockholders may also loan or
pledge shares of Common Stock to broker-dealers that in turn may sell such
shares, to the extent permitted by applicable law. The selling stockholders may
also enter into option or other transactions with broker-dealers or other
financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been
advised that they may not use shares registered on this registration statement
to cover short sales of our common stock made prior to the date the
registration statement, of which this prospectus forms a part, has been
declared effective by the SEC.


 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of
the shares of Common Stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell the shares of Common Stock from time to time pursuant to this
prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933, as amended, amending, if
necessary, the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus.
The selling stockholders also may transfer and donate the shares of Common
Stock in other circumstances in which case the transferees, donees, pledgees or
other successors in interest will be the selling beneficial owners for purposes
of this prospectus.


 


The selling stockholders and any broker-dealer or
agents participating in the distribution of the shares of Common Stock may be
deemed to be “underwriters” within the meaning of Section 2(11) of the
Securities Act in connection with such sales. In such event, any commissions
paid, or any discounts or concessions allowed to, any such broker-dealer or
agent and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to
the prospectus delivery requirements of the Securities Act and may be subject
to certain statutory liabilities of, including but not limited to, Sections 11,
12 and 17 of the Securities Act and Rule 10b-5 under the Securities
Exchange Act of 1934, as amended, or the Exchange Act.


 


Each selling stockholder has informed the Company that
it is not a registered broker-dealer and does not have any written or oral
agreement or understanding, directly or indirectly, with any person to
distribute the Common Stock. Upon the Company being notified in writing by a selling stockholder
that any material arrangement has been entered into with a broker-dealer for
the sale of common stock through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a


 

















 


supplement
to this prospectus will be filed, if required, pursuant to Rule 424(b) under
the Securities Act, disclosing (i) the name of each such selling
stockholder and of the participating broker-dealer(s), (ii) the number of
shares involved, (iii) the price at which such the shares of Common Stock were
sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus, and (vi) other facts material to the transaction.
In no event shall any broker-dealer receive fees, commissions and markups,
which, in the aggregate, would exceed eight percent (8%).


 


Under the securities laws
of some states, the shares of Common Stock may be sold in such states only
through registered or licensed brokers or dealers. In addition, in some states
the shares of Common Stock may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.


 


There can be no assurance
that any selling stockholder will sell any or all of the shares of Common Stock
registered pursuant to the shelf registration statement, of which this
prospectus forms a part.


 


Each selling stockholder
and any other person participating in such distribution will be subject to
applicable provisions of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, including, without limitation, Regulation
M of the Exchange Act, which may limit the timing of purchases and sales of any
of the shares of Common Stock by the selling stockholder and any other
participating person. Regulation M may also restrict the ability of any person
engaged in the distribution of the shares of Common Stock to engage in
market-making activities with respect to the shares of Common Stock. All of the
foregoing may affect the marketability of the shares of Common Stock and the
ability of any person or entity to engage in market-making activities with
respect to the shares of Common Stock.


 


We will pay all expenses
of the registration of the shares of Common Stock pursuant to the registration
rights agreement, including, without limitation, Securities and Exchange
Commission filing fees and expenses of compliance with state securities or
“blue sky” laws; provided, however, that each selling stockholder
will pay all underwriting discounts and selling commissions, if any and any
related legal expenses incurred by it. We will indemnify the selling
stockholders against certain liabilities, including some liabilities under the
Securities Act, in accordance with the registration rights agreements, or the
selling stockholders will be entitled to contribution. We may be indemnified by
the selling stockholders against civil liabilities, including liabilities under
the Securities Act, that may arise from any written information furnished to us
by the selling stockholders specifically for use in this prospectus, in
accordance with the related registration rights agreements, or we may be
entitled to contribution.


 

















 


Annex
B


 


Optimer Pharmaceuticals, Inc.


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder
of shares of the common stock, par value $0.001 per share of Optimer Pharmaceuticals, Inc. (the “Company”) issued
pursuant to a certain Securities Purchase Agreement by and among the Company
and the Purchasers named therein, dated as of October 23, 2007 (the “Agreement”),
understands that the Company intends to file with the Securities and Exchange
Commission a registration statement on Form S-3 (except if the Company is ineligible to register for resale the
Registrable Securities on Form S-3, in which case such registration shall be on
another appropriate form, the “Resale Registration Statement”) for the registration and the
resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of
the Registrable Securities in accordance with the terms of the Agreement. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Agreement.


 


In order to sell or
otherwise dispose of any Registrable Securities pursuant to the Resale
Registration Statement, a holder of Registrable Securities generally will be
required to be named as a selling stockholder in the related prospectus or a
supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of
Registrable Securities (including pursuant to Rule 172 under the Securities
Act) and be bound by the provisions of the Agreement (including certain
indemnification provisions, as described below). Holders must complete and
deliver this Notice and Questionnaire in order to be named as selling
stockholders in the Prospectus. Holders of Registrable
Securities who do not complete, execute and return this Notice and
Questionnaire within five (5)Trading Days following the date of the Agreement
(1) will not be named as selling stockholders in the Resale Registration
Statement or the Prospectus and (2) may not use the Prospectus for resales of
Registrable Securities.


 


Certain legal
consequences arise from being named as a selling stockholder in the Resale
Registration Statement and the Prospectus. Holders of Registrable Securities
are advised to consult their own securities law counsel regarding the
consequences of being named or not named as a selling stockholder in the Resale
Registration Statement and the Prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Stockholder”)
of Registrable Securities hereby gives notice to the Company of its intention
to sell or otherwise dispose of Registrable Securities owned by it and listed
below in Item (3), unless otherwise specified in Item (3), pursuant to the
Resale Registration Statement. The undersigned, by signing and returning this
Notice and Questionnaire, understands and agrees that it will be bound by the
terms and conditions of this Notice and Questionnaire and the Agreement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants
that such information is accurate and complete:


 

















 


QUESTIONNAIRE


 


1.           Name.


 


(a)           Full Legal Name of Selling
Stockholder:


 


 


(b)           Full Legal Name of
Registered Holder (if not the same as (a) above) through which Registrable
Securities Listed in Item 3 below are held:


 


 


(c)           Full Legal Name of Natural
Control Person (which means a natural person who directly or indirectly alone
or with others has power to vote or dispose of the securities covered by the
questionnaire):


 


2. Address
for Notices to Selling Stockholder:


 


 


 


 


Telephone:


Fax:


Contact
Person:


E-mail
address of Contact Person:


 


3. Beneficial
Ownership of Registrable Securities Issuable Pursuant to the Agreement:


 


(a)           Type and Number of
Registrable Securities beneficially owned and issued pursuant to the Agreement:


 


 


 


 


 


(b)           Number of shares of Common Stock to be registered
pursuant to this Notice for resale:


 


 


 


 


4.
Broker-Dealer Status:


 


(a)           Are you a broker-dealer?


 


Yes   o          No   o


 


(b)           If “yes” to Section 4(a),
did you receive your Registrable Securities as compensation for    investment banking services
to the Company?


 


Yes   o          No   o


 

















 


Note:      If no, the Commission’s staff has indicated that you
should be identified as an underwriter in the Registration Statement.


 


(c)           Are you an affiliate of a
broker-dealer?


 


Yes   o          No   o


 


Note:      If yes, provide a narrative
explanation below:


 


 


 


(c)           If you are an affiliate of a
broker-dealer, do you certify that you bought the Registrable Securities in the
ordinary course of business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings, directly or
indirectly, with any person to distribute the Registrable Securities?


 


Yes   o          No   o


 


Note:      If no, the Commission’s
staff has indicated that you should be identified as an underwriter in the
Registration Statement.


 


5.
Beneficial Ownership of Other Securities of the Company Owned by the Selling
Stockholder.


 


Except as set forth below in this Item 5, the
undersigned is not the beneficial or registered owner of any securities of the
Company other than the Registrable Securities listed above in Item 3.


 


Type and amount of other
securities beneficially owned:


 


 


 


 


6.
Relationships with the Company:


 


Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or
principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during the
past three years.


 


State any exceptions here:


 


 


 


 

















 


7. Plan of
Distribution:


 


The undersigned has reviewed the form of Plan of
Distribution attached as Annex A to the Registration Rights Agreement, and
hereby confirms that, except as set forth below, the information contained
therein regarding the undersigned and its plan of distribution is correct and
complete.


 


State any exceptions here:


 


 


***********


 


The undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof and prior to the
effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Agreement shall be made in
writing, by hand delivery, confirmed or facsimile transmission, first-class
mail or air courier guaranteeing overnight delivery at the address set forth
below. In the absence of any such notification, the Company shall be entitled
to continue to rely on the accuracy of the information in this Notice and
Questionnaire.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers
to Items (1) through (7) above and the inclusion of such information in the
Resale Registration Statement and the Prospectus. The undersigned understands
that such information will be relied upon by the Company in connection with the
preparation or amendment of any such Registration Statement and the Prospectus.


 


By signing below, the undersigned acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M in connection with any
offering of Registrable Securities pursuant to the Resale Registration
Statement. The undersigned also acknowledges that it understands that
the answers to this Questionnaire are furnished for use in connection with
Registration Statements filed pursuant to the Registration Rights Agreement and
any amendments or supplements thereto filed with the Commission pursuant to the
Securities Act.


 


The
undersigned hereby acknowledges and is advised of the following Interpretation
A.65 of the July 1997 SEC Manual of Publicly Available Telephone
Interpretations regarding short selling:


 


“An
Issuer filed a Form S-3 registration statement for a secondary offering of
common stock which is not yet effective. One of the selling stockholders wanted
to do a short sale of common stock “against the box” and cover the short sale
with registered shares after the effective date. The issuer was advised that
the short sale could not be made before the registration statement become
effective, because the shares underlying the short sale are deemed to be sold
at the time such sale is made. There would, therefore, be a violation of
Section 5 if the shares were effectively sold prior to the effective date.”


 


By
returning this Questionnaire, the undersigned will be deemed to be aware of the
foregoing interpretation.


 


I confirm that, to the
best of my knowledge and belief, the foregoing statements (including without
limitation the answers to this Questionnaire) are correct.


 


IN WITNESS WHEREOF the
undersigned, by authority duly given, has caused this Questionnaire to be
executed and delivered either in person or by its duly authorized agent.


 

















 


	
  Dated:

  	
   

  	
   

  	
  Beneficial
  Owner:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 


PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


David W. Stadinski


Piper Jaffray & Co.


150 East 42nd Street, 35th Floor


New York, New York 10017


Tel: (212) 284-9572


Fax: (212) 658-9604


Email:  david.w.stadinski@pjc.com