exv10w26



 






[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Exhibit 10.26




EXECUTION COPY





 








REGISTRATION RIGHTS AGREEMENT




between




DYNAVAX TECHNOLOGIES CORPORATION




and




SYMPHONY DYNAMO HOLDINGS LLC




 






Dated as of April 18, 2006




 







 









[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.





 









 








Table of Contents




	 	 	 	 	 	 	 
	Section	 	 	 	Page
	Section 1.

	 	Definitions.
	 	 	1	 
	 
	 	 	 	 	 	 
	Section 2.

	 	Registration.
	 	 	2	 
	 
	 	 	 	 	 	 
	Section 3.

	 	Related Obligations
	 	 	3	 
	 
	 	 	 	 	 	 
	Section 4.

	 	Obligations Of The Investor(s)
	 	 	7	 
	 
	 	 	 	 	 	 
	Section 5.

	 	Expenses of Registration
	 	 	8	 
	 
	 	 	 	 	 	 
	Section 6.

	 	Indemnification
	 	 	8	 
	 
	 	 	 	 	 	 
	Section 7.

	 	Contribution
	 	 	12	 
	 
	 	 	 	 	 	 
	Section 8.

	 	Reports Under The Exchange Act
	 	 	12	 
	 
	 	 	 	 	 	 
	Section 9.

	 	Assignment of Registration Rights
	 	 	12	 
	 
	 	 	 	 	 	 
	Section 10.

	 	Amendment of Registration Rights
	 	 	13	 
	 
	 	 	 	 	 	 
	Section 11.

	 	Miscellaneous
	 	 	13	 





[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement




 









 








REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 18, 2006, by and between
DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation (“Dynavax”), and SYMPHONY DYNAMO HOLDINGS
LLC, a Delaware limited liability company (together with its permitted successors, assigns and
transferees, “Holdings”).



RECITALS:




     WHEREAS, in connection with the exercise by Dynavax of the Purchase Option under the Purchase
Option Agreement, by and among Dynavax, Holdings and Symphony Dynamo, Inc., a Delaware corporation
(“Symphony Dynamo”), of even date herewith (the “Purchase Option Agreement”), Dynavax may elect to
issue shares of Dynavax’s common stock, par value $0.001 per share (“Dynavax Common Stock”) (such
shares of Dynavax Common Stock when and if issued, the “Purchase Option Shares”) to Holdings in
partial payment of the Purchase Price in accordance with the terms of the Purchase Option
Agreement;



     WHEREAS, in connection with the Warrant Purchase Agreement by and between the parties hereto
of even date herewith (the “Warrant Purchase Agreement”), Dynavax has agreed, upon the terms and
subject to the conditions of the Warrant Purchase Agreement, to issue and sell on the date hereof
to Holdings a warrant (the “Warrant”) which will be exercisable to purchase shares of Dynavax
Common Stock (such shares of Dynavax Common Stock as exercised, the “Warrant Shares”) in accordance
with the terms of the Warrant Purchase Agreement and the Warrant; and



     WHEREAS, to induce Holdings to execute and deliver the Purchase Option Agreement and the
Warrant Purchase Agreement, Dynavax has agreed to provide certain registration rights under the
Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws
with respect to the Purchase Option Shares;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Dynavax and Holdings (the “Parties”) hereby agree as follows:



          Section 1. Definitions.




          (a) Capitalized terms used but not defined herein are used as defined in Purchase Option
Agreement (including Annex A thereto).




          (b) As used in this Agreement, the following terms shall have the following meanings:





     (i) “Effective Registration Date” means the date that the Registration Statement (as
defined below) is first declared effective by the SEC.


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
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Registration Rights Agreement







1









 









     (ii) “Investor(s)” means Holdings, any transferee or assignee thereof to whom Holdings
assigns its rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section 9 and any transferee or assignee thereof
to whom a transferee or assignee assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9.




     (iii) “Purchase Option Related Registrable Securities” means (i) the Purchase Option
Shares, and (ii) any Dynavax Common Stock issued with respect to the Purchase Option Shares
as a result of any stock split, stock dividend, recapitalization, exchange or similar event
or otherwise.




     (iv) “register,” “registered,” and “registration” refer to a registration effected by
preparing and filing one or more Registration Statements in compliance with the Securities
Act and pursuant to Rule 415, and the declaration or ordering of effectiveness of such
Registration Statement(s) by the SEC.




     (v) “Registrable Securities” means, collectively, the Warrant Related Registrable
Securities and the Purchase Option Related Registrable Securities; provided,
however, that any such securities will cease to be Registrable Securities on the
earlier of (A) the date as of which the Investor(s) may sell such securities without
restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the Securities
Act, or (B) the date on which the Investor(s) shall have sold all such securities.




     (vi) “Registration Statement” means a registration statement or registration statements
of Dynavax filed under the Securities Act covering the Registrable Securities.




     (vii) “Rule 144” has the meaning set forth in Section 8 of this Agreement.




     (viii) “Rule 415” means Rule 415 under the Securities Act or any successor rule
providing for offering securities on a continuous or delayed basis.




     (ix) “Warrant Related Registrable Securities” means (A) the Warrant Shares issued or
issuable upon exercise of the Warrant; and (B) any shares of capital stock issued or
issuable with respect to the Warrant Shares or the Warrant as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise, and in the case of
the Warrant, without regard to any limitations on exercise.




     Section 2. Registration.




     (a) Right to Registration.




     (i) Purchase Option Related Registration. In the event Dynavax elects to
exercise the Purchase Option as set forth in the Purchase Option Agreement, and in so doing
elects to issue Purchase Option Related Registrable Securities, Dynavax shall prepare and,
in accordance with Section 2(a)(ii)(A) of the Purchase Option Agreement, file with the SEC a
Registration Statement on Form S-3 covering the resale of the Purchase Option Related
Registrable Securities. The Registration Statement prepared


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
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Registration Rights Agreement




2









 






pursuant hereto shall register for resale that number of shares of Dynavax Common Stock
equal to the number of Purchase Option Related Registrable Securities as would be issued
pursuant to the terms of the Purchase Option Agreement. Dynavax shall use commercially
reasonable efforts to have the Registration Statement declared effective by the SEC as soon
as practicable following the Purchase Option Exercise Date.




     (ii) Warrant Related Registration. Dynavax shall prepare, and, as soon as
practicable but in no event later than [ * ] days after the Closing Date, file with the SEC
a Registration Statement on Form S-3 covering the resale of all of the Warrant Related
Registrable Securities. The Registration Statement prepared pursuant hereto shall register
for resale at least that number of shares of Dynavax Common Stock equal to the number of
Warrant Related Registrable Securities as of the trading day immediately preceding the date
the Registration Statement is initially filed with the SEC, subject to adjustment as
provided in Section 2(c). Dynavax shall use commercially reasonable efforts to have
the Registration Statement declared effective by the SEC as soon as practicable following
the Closing Date.



          (b) Ineligibility for Form S-3. In the event that Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, Dynavax shall (i) register the
resale of the Registrable Securities on another appropriate form reasonably acceptable to Holdings
(which acceptable forms shall include Form S-1) (in the case of the resale of Purchase Option
Related Registrable Securities, in accordance with Section 2(a)(ii)(A) of the Purchase Option
Agreement); and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such
form is available; provided that Dynavax 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 SEC.




          (c) Sufficient Number of Shares Registered. In the event the number of shares
available under a Registration Statement filed pursuant to Section 2(a) is insufficient to
cover all of the Registrable Securities required to be covered by such Registration Statement,
Dynavax shall amend the applicable Registration Statement, or file a new Registration Statement (on
the short form available therefor, if applicable), or both, so as to cover at least 100% of the
number of such Registrable Securities as of the trading day immediately preceding the date of the
filing of such amendment or new Registration Statement, in each case, as soon as practicable, but
in any event not later than fifteen (15) days after Dynavax becomes aware of the necessity
therefor. Dynavax shall use commercially reasonable efforts to cause such amendment and/or new
Registration Statement to become effective as soon as practicable following the filing thereof.
For purposes of the foregoing provision, the number of shares available under a Registration
Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time
the number of shares of Dynavax Common Stock available for resale under such Registration Statement
is less than the number of Registrable Securities. The calculation set forth in the foregoing
sentence shall be made without regard to any limitations on the exercise of any Warrant and such
calculation shall assume that each Warrant is then exercisable into shares of Dynavax Common Stock.




          Section 3. Related Obligations. At such time as Dynavax is obligated to file a Registration Statement with the SEC pursuant
to Section 2(a), 2(b) or 2(c), Dynavax will use



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OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
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Registration Rights Agreement







3









 







commercially reasonable
efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto (except at such times as Dynavax may be
required to delay or suspend the use of a prospectus forming a part of the Registration Statement
pursuant to Section 3(l), at which time Dynavax’s obligations under Sections 3(a),
(b), (c), (d), (i) and (k) may also be suspended, as
required), Dynavax shall have the following obligations:




          (a) Dynavax shall keep each Registration Statement effective pursuant to Rule 415 at all times
until the earlier of (i) the date as of which the Investor(s) may sell all of the Registrable
Securities covered by such Registration Statement without restriction pursuant to Rule 144(k) (or
successor thereto) promulgated under the Securities Act, or (ii) the date on which the Investor(s)
shall have sold all the Registrable Securities covered by such Registration Statement (the
“Registration Period”).




          (b) Dynavax shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used in connection with
such Registration Statement as may be necessary to keep such Registration Statement effective at
all times during the Registration Period, and, during such period, comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Securities of Dynavax covered
by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement. 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 Dynavax filing a report on Form 10-K, Form 10-Q
or Form 8-K or any analogous report under the Exchange Act, Dynavax shall have incorporated such
report by reference into such Registration Statement, if applicable, or shall file such amendments
or supplements with the SEC on the same day on which the Exchange Act report is filed which created
the requirement for Dynavax to amend or supplement such Registration Statement.




          (c) Dynavax shall furnish to each Investor whose Registrable Securities are included in any
Registration Statement, without charge, (i) promptly after the same is prepared and filed with the
SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including
financial statements and schedules, and each preliminary prospectus; (ii) upon the effectiveness of
any Registration Statement, ten (10) copies of the prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of copies as such
Investor may reasonably request); and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by such Investor.




          (d) Dynavax shall use commercially reasonable efforts to (i) register and qualify, unless an
exemption from registration and qualification applies, the resale by Investor(s) of the Registrable
Securities covered by a Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as Investor(s) reasonably request; (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period; and (iii) take such other actions as may
be



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement









4









 







necessary to maintain such registrations and qualifications in effect at all times during the
Registration Period; provided, however, that Dynavax shall not be required in
connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(d), (y) subject
itself to general taxation in any such jurisdiction, or (z) file a general consent to service of
process in any such jurisdiction. Dynavax shall promptly notify each Investor who holds
Registrable Securities of the receipt by Dynavax of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for sale under the
securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual
notice of the initiation or threatening of any proceeding for such purpose.




          (e) Dynavax shall notify each Investor in writing of the happening of any event (without an
obligation to provide the details of such event), as promptly as practicable after becoming aware
of such event, as a result of which the prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and, subject to Section 3(l)
hereof, promptly prepare a supplement or amendment to such Registration Statement to correct such
untrue statement or omission. Dynavax shall also promptly notify each Investor in writing when a
prospectus or any prospectus supplement or post-effective amendment has been filed, and when a
Registration Statement or any post-effective amendment has become effective.




          (f) Dynavax shall use commercially reasonable efforts to prevent the issuance of any stop
order or other suspension of effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an
order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment.




          (g) In the event that any Investor is deemed to be an “underwriter” with respect to the
Registrable Securities, upon the written request of such Investor in connection with such
Investor’s due diligence requirements, if any, Dynavax shall make available for inspection by (i)
such Investor, and (ii) any legal counsel, accountants or other agents retained by the Investor
(collectively, “Inspectors”), all pertinent financial and other records, and pertinent corporate
documents and properties of Dynavax (collectively, “Records”), as shall be reasonably deemed
necessary by each Inspector, and cause Dynavax’s officers, directors and employees to supply all
information which any Inspector may reasonably request; provided, however, that
each Inspector and such Investor shall agree in writing to hold in strict confidence and shall not
make any disclosure (except with respect to an Inspector, to the relevant Investor) or use of any
Record or other information which Dynavax determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless the release of such Records is ordered
pursuant to a final, non-appealable subpoena or order from a court or government body of competent
jurisdiction. Each Investor agrees that it shall, upon learning that disclosure of such Records is
required or is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to Dynavax and allow Dynavax, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, the Records
deemed confidential. Nothing herein (or in any other confidentiality agreement between



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement







5









 







Dynavax and any Investor) shall be deemed to limit the Investor(s)’ ability to sell
Registrable Securities in a manner which is otherwise consistent with applicable laws and
regulations.




          (h) Dynavax shall hold in confidence and not make any disclosure of information concerning an
Investor provided to Dynavax unless (i) disclosure of such information is necessary to comply with
federal or state securities laws or the rules of any securities exchange or trading market on which
the Dynavax Common Stock is listed or traded, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, or (iii) the release
of such information is ordered pursuant to a subpoena or other final, non-appealable order from a
court or governmental body of competent jurisdiction. Dynavax agrees that it shall, upon learning
that disclosure of such information concerning an Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, such information.




          (i) Dynavax shall use commercially reasonable efforts either to (i) cause all the Registrable
Securities covered by a Registration Statement to be listed on each securities exchange on which
securities of the same class or series issued by Dynavax are then listed, if any, if the listing of
such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure
designation and quotation of all the Registrable Securities covered by a Registration Statement on
the NASDAQ National Market. Dynavax shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3(i).




          (j) Dynavax shall cooperate with the Investor(s) who hold Registrable Securities being offered
and, to the extent applicable, facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may be, as the
Investor(s) may reasonably request and registered in such names as the Investor(s) may request.




          (k) If requested by an Investor, Dynavax shall (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as an Investor reasonably
requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering and (ii) as soon as practicable make all
required filings of such prospectus supplement or post-effective amendment after being notified of
the matters to be incorporated in such prospectus supplement or post-effective amendment.




          (l) Notwithstanding anything to the contrary herein, at any time after the Registration
Statement has been declared effective by the SEC, Dynavax may delay or suspend the effectiveness of
any Registration Statement or the use of any prospectus forming a part of the Registration
Statement due to the non-disclosure of material, non-public information concerning Dynavax the
disclosure of which at the time is not, in the good faith opinion of Dynavax, in the best interest
of Dynavax (a “Grace Period”); provided, that Dynavax shall promptly notify the



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




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6









 







Investor(s) in writing of the existence of a Grace Period in conformity with the provisions of
this Section 3(l) and the date on which the Grace Period will begin (such notice, a
"Commencement Notice”); and, provided further, that no Grace Period shall exceed [
* ] days, and such Grace Periods shall not exceed an aggregate total of [ * ] days during any [ *
] day period. For purposes of determining the length of a Grace Period above, the Grace Period
shall begin on and include the date specified by Dynavax in the Commencement Notice and shall end
on and include the date the Investor(s) receive written notice of the termination of the Grace
Period by Dynavax (which notice may be contained in the Commencement Notice). The provisions of
Section 3(f) hereof shall not be applicable during any Grace Period. Upon expiration of
the Grace Period, Dynavax shall again be bound by the first sentence of Section 3(e) with
respect to the information giving rise thereto unless such material, non-public information is no
longer applicable. Notwithstanding anything to the contrary, Dynavax shall cause its transfer
agent to deliver unlegended shares of Dynavax Common Stock to a transferee of an Investor in
accordance with the terms of the Warrant Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a contract for sale, and
delivered a copy of the prospectus included as part of the applicable Registration Statement, prior
to the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet
settled.




          Section 4. Obligations Of The Investor(s).




          (a) At least [ * ] Business Days prior to the first anticipated filing date of a Registration
Statement, Dynavax shall notify each Investor in writing of the information Dynavax requires from
each such Investor if such Investor elects to have any of such Investor’s Registrable Securities
included in such Registration Statement. It shall be a condition precedent to the obligations of
Dynavax to complete the registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Investor that such Investor shall furnish to Dynavax such information
regarding itself, the Registrable Securities held by it and the intended method of disposition of
the Registrable Securities held by it as shall be reasonably required to effect the effectiveness
of the registration of such Registrable Securities and shall execute such documents in connection
with such registration as Dynavax may reasonably request.




          (b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with Dynavax as reasonably requested by Dynavax in connection with the preparation and
filing of any Registration Statement hereunder, unless such Investor has notified Dynavax in
writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from
such Registration Statement.




          (c) Each Investor agrees that, upon receipt of any notice from Dynavax of the happening of any
event of the kind described in
Section 3(f) or the first sentence of Section 3(e),
such Investor will immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the
copies of the supplemented or amended prospectus contemplated by the second sentence of Section
3(e) or receipt of notice that no supplement or amendment is required.




          (d) Each Investor covenants and agrees that it will comply with any applicable prospectus
delivery requirements of the Securities Act as applicable to it in connection with sales



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




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7









 







of Registrable Securities pursuant to a Registration Statement.




          Section 5. Expenses of Registration. All reasonable expenses, other than underwriting
discounts and commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3 hereof, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees, and fees and
disbursements of counsel for Dynavax shall be paid by Dynavax. All underwriting discounts and
selling commissions applicable to the sale of the Registrable Securities shall be paid by the
Investor(s), provided, however, that Dynavax shall reimburse the Investor(s) for
the reasonable actual fees and disbursements of one legal counsel designated by the holders of at
least a majority of the Registrable Securities in connection with registration, filing or
qualification pursuant to Sections 2 and 3 of this Agreement, which amount shall be
limited to [ * ] in total over the term of this Agreement.




          Section 6. Indemnification. In the event any Registrable Securities are included in a
Registration Statement under this Agreement:




          (a) To the fullest extent permitted by law, Dynavax will, and hereby does, indemnify and hold
harmless each Investor, the directors, officers, partners, members, employees, agents,
representatives of, and each Person, if any, who controls any Investor within the meaning of the
Securities Act or the Exchange Act (each, an “Investor Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred
in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether
or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to which any of
them may become subject insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue
statement or alleged untrue statement of a material fact contained in any preliminary prospectus if
used prior to the Effective Registration Date of such Registration Statement, or contained in the
final prospectus (as amended or supplemented, if Dynavax files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in the light of the circumstances under which the
statements therein were made, not misleading; (iii) any violation or alleged violation by Dynavax
of any federal, state or common law, rule or regulation applicable to Dynavax in connection with
any Registration Statement, prospectus or any preliminary prospectus, any amendment or supplement
thereto, or the issuance of any Registrable Securities to Holdings; or (iv) any material violation
of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject
to Section 6(c), Dynavax shall reimburse the Investor Indemnified Persons, promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
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Registration Rights Agreement







8









 







expenses incurred by them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6(a): (A) shall not apply to a Claim by an Investor Indemnified Person
arising out of or based upon a Violation that occurs in reliance upon and in conformity with
information furnished in writing to Dynavax by or on behalf of any such Investor Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto if such information was timely made available by Dynavax
pursuant to Section 3(c); (B) with respect to any preliminary prospectus, shall not inure
to the benefit of any such Person from whom the Person asserting any such Claim purchased the
Registrable Securities that are the subject thereof (or to the benefit of any Person controlling
such Person) if the untrue statement or omission of material fact contained in the preliminary
prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was
timely made available by Dynavax pursuant to Section 3(d), and the Investor Indemnified
Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving
rise to a violation and such Investor Indemnified Person, notwithstanding such advice, used it or
failed to deliver the correct prospectus as required by the Securities Act and such correct
prospectus was timely made available pursuant to Section 3(d); (C) shall not be available
to the extent such Claim is based on a failure of the Investor Indemnified Person to deliver or to
cause to be delivered the prospectus made available by Dynavax, including a corrected prospectus,
if such prospectus or corrected prospectus was timely made available by Dynavax pursuant to
Section 3(d); and (D) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of Dynavax, which consent shall not be
unreasonably withheld or delayed. Such indemnity shall remain full force and effect regardless of
any investigation made by or on behalf of the Investor Indemnified Person and shall survive the
transfer of the Registrable Securities by the Investor(s) pursuant to Section 9.




          (b) In connection with any Registration Statement in which an Investor is participating, each
such Investor agrees to severally and not jointly indemnify, and hold harmless, to the same extent
and in the same manner as is set forth in Section 6(a), Dynavax, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls
Dynavax within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified
Person”), against any Claim or Indemnified Damages to which any of them may become subject, under
the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written information furnished to
Dynavax by such Investor expressly for use in connection with such Registration Statement; and,
subject to Section 6(d), such Investor will reimburse, promptly as such expenses are
incurred and are due and payable, any legal or other expenses reasonably incurred by a Company
Indemnified Person in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of
such Investor, which consent shall not be unreasonably withheld or delayed; provided,
further, however, that an Investor shall be liable under this Section 6(b) for only
that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor
as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement







9









 







behalf of such Company Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investor(s) pursuant to Section 9. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any Company
Indemnified Person if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented.




          (c) If
either an Investor Indemnified Person or a Company Indemnified Person (an “Indemnified
Person”) proposes to assert a right to be indemnified under this Section 6, such
Indemnified Person shall notify either Dynavax or the relevant Investor(s), as applicable (the
“Indemnifying Person”), promptly after receipt of notice of commencement of any action, suit or
proceeding against such Indemnified Person (an “Indemnified Proceeding”) in respect of which a
Claim is to be made under this Section 6, or the incurrence or realization of any
Indemnified Damages in respect of which a Claim is to be made under this Section 6, of the
commencement of such Indemnified Proceeding or of such incurrence or realization, enclosing a copy
of all relevant documents, including all papers served and claims made, but the omission to so
notify the applicable Indemnifying Person promptly of any such Indemnified Proceeding or incurrence
or realization shall not relieve (x) such Indemnifying Person from any liability that it may have
to such Indemnified Person under this Section 6 or otherwise, except, as to such
Indemnifying Person’s liability under this Section 6, to the extent, but only to the
extent, that such Indemnifying Person shall have been prejudiced by such omission, or (y) any other
Indemnifying Person from liability that it may have to any Indemnified Person under the Operative
Documents.




          (d) In case any Indemnified Proceeding shall be brought against any Indemnified Person and it
shall notify the applicable Indemnifying Person of the commencement thereof as provided by
Section 6(c) and such Indemnifying Person shall be entitled to participate in, and provided
such Indemnified Proceeding involves a claim solely for money damages and does not seek an
injunction or other equitable relief against the Indemnified Person and is not a criminal or
regulatory action, to assume the defense of, such Indemnified Proceeding with counsel reasonably
satisfactory to such Indemnified Person, and after notice from such Indemnifying Person to such
Indemnified Person of such Indemnifying Person’s election so to assume the defense thereof and the
failure by such Indemnified Person to object to such counsel within ten (10) Business Days
following its receipt of such notice, such Indemnifying Person shall not be liable to such
Indemnified Person for legal or other expenses related to such Indemnified Proceedings incurred
after such notice of election to assume such defense except as provided below and except for the
reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred
by such Indemnified Person reasonably necessary in connection with the defense thereof. Such
Indemnified Person shall have the right to employ its counsel in any such Indemnified Proceeding,
but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless:





     (i) the employment of counsel by such Indemnified Person at the expense of the
applicable Indemnifying Person has been authorized in writing by such Indemnifying Person;




     (ii) such Indemnified Person shall have reasonably concluded in its good faith


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement







10









 









(which
conclusion shall be determinative unless a court determines that such conclusion was not
reached reasonably and in good faith) that there is or may be a conflict of interest between
the applicable Indemnifying Person and such Indemnified Person in the conduct of the defense
of such Indemnified Proceeding or that there are or may be one or more different or
additional defenses, claims, counterclaims, or causes of action available to such
Indemnified Person (it being agreed that in any case referred to in this clause (ii) such
Indemnifying Person shall not have the right to direct the defense of such Indemnified
Proceeding on behalf of the Indemnified Person);




     (iii) the applicable Indemnifying Person shall not have employed counsel reasonably
acceptable to the Indemnified Person, to assume the defense of such Indemnified Proceeding
within a reasonable time after notice of the commencement thereof (provided,
however, that this clause shall not be deemed to constitute a waiver of any conflict
of interest that may arise with respect to any such counsel); or




     (iv) any counsel employed by the applicable Indemnifying Person shall fail to timely
commence or diligently conduct the defense of such Indemnified Proceeding and such failure
has materially prejudiced (or, in the reasonable judgment of the Indemnified Person, is in
danger of materially prejudicing) the outcome of such Indemnified Proceeding;


in each of which cases the reasonable fees and expenses of counsel for such Indemnified Person
shall be at the expense of such Indemnifying Person. Only one counsel shall be retained by all
Indemnified Persons with respect to any Indemnified Proceeding, unless counsel for any Indemnified
Person reasonably concludes in good faith (which conclusion shall be determinative unless a court
determines that such conclusion was not reached reasonably and in good faith) that there is or may
be a conflict of interest between such Indemnified Person and one or more other Indemnified Persons
in the conduct of the defense of such Indemnified Proceeding or that there are or may be one or
more different or additional defenses, claims, counterclaims, or causes or action available to such
Indemnified Person.




          (e) Without the prior written consent of such Indemnified Person, such Indemnifying Person
shall not settle or compromise, or consent to the entry of any judgment in, any pending or
threatened Indemnified Proceeding, unless such settlement, compromise, consent or related judgment
(i) includes an unconditional release of such Indemnified Person from all liability for Losses
arising out of such claim, action, investigation, suit or other legal proceeding, (ii) provides for
the payment of money damages as the sole relief for the claimant (whether at law or in equity),
(iii) involves no finding or admission of any violation of law or the rights of any Person by the
Indemnified Person, and (iv) is not in the nature of a criminal or regulatory action. No
Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any
pending or threatened Indemnified Proceeding in respect of which any payment would result hereunder
or under the Operative Documents without the prior written consent of the Indemnifying Person, such
consent not to be unreasonably conditioned, withheld or delayed.




          (f) The indemnification required by this Section 6 shall be made by periodic
payments of the amount of Claims during the course of the investigation or defense, as and
when Indemnified Damages are incurred.



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement







11









 








          Section 7. Contribution. To the extent any indemnification by an Indemnifying Person
is prohibited or limited by law, such Indemnifying Person agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that: (i) no Person involved
in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation
(within the meaning Section 11(f) of the Securities Act) in connection with such sale shall be
entitled to contribution from any Person involved in such sale of Registrable Securities who was
not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by such seller from
the sale of such Registrable Securities pursuant to such Registration Statement.




          Section 8. Reports Under The Exchange Act. With a view to making available to the
Investor(s) the benefits of Rule 144 promulgated under the Securities Act or any other similar rule
or regulation of the SEC that may at any time permit the Investor(s) to sell securities of Dynavax
to the public without registration (“Rule 144”), Dynavax agrees to use commercially reasonable
efforts to:




          (a) make and keep public information available, as those terms are understood and defined in
Rule 144;




          (b) file with the SEC in a timely manner all reports and other documents required of Dynavax
under the Securities Act and the Exchange Act so long as Dynavax remains subject to such
requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and




          (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by Dynavax, if true, that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of Dynavax and such other reports and documents so filed by Dynavax, and
(iii) such other information as may be reasonably requested to permit the Investor(s) to sell such
securities pursuant to Rule 144 without registration.




          Section 9. Assignment of Registration Rights. The rights under this Agreement shall
be automatically assignable by the Investor(s) to any transferee of all or at least [ * ] shares
of such Investor’s Registrable Securities (or if an Investor shall hold less than [ * ] such
shares, then a transfer of all such shares) if: (i) the Investor agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is furnished to Dynavax
within a reasonable time after such assignment; (ii) Dynavax is, within a reasonable time after
such transfer or assignment, furnished with written notice of (A) the name and address of such
transferee or assignee, and (B) the securities with respect to which such registration rights are
being transferred or assigned; (iii)
immediately following such transfer or assignment the further disposition of such securities
by the transferee or assignee is restricted under the Securities Act and applicable state
securities laws; (iv) at or before the time Dynavax receives the written notice contemplated by
clause (ii) of this sentence the transferee or assignee agrees in writing with Dynavax to
be bound by all of the provisions contained herein; and (v) (A) in the case of a transfer of
Warrant Related Registrable Securities, such transfer shall have been made in accordance with the
applicable requirements, if any, of the Warrant Purchase Agreement, and



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement







12









 







(B) in the case of a
transfer of the Purchase Option Related Registrable Securities, such transfer shall have been made
in accordance with the applicable requirements, if any, of the Purchase Option Agreement.




          Section 10. Amendment of Registration Rights.




          (a) The terms of this Agreement shall not be altered, modified, amended, waived or
supplemented in any manner whatsoever except by a written instrument signed by each of (i) Dynavax
and (ii) Investor(s) holding a majority of the Registrable Securities (other than in the case of
any alteration, modification, amendment, waiver or supplement which affects any individual Investor
in a manner that is less favorable or more detrimental to such Investor than to the other
Investor(s) solely based on the face of such alteration, modification, amendment, waiver or
supplement and without regard to the number of Registrable Securities held by such Investor, in
which case, such alteration, modification, amendment, waiver or supplement must also be approved by
such less favorably or more detrimentally treated Investor).




          (b) Notwithstanding Section 10(a), any party hereto may waive, solely with respect to
itself, any one or more of its rights hereunder without the consent of any other party hereto;
provided that no such waiver shall be effective unless set forth in a written instrument
executed by the party against whom such waiver is to be effective.




          Section 11. Miscellaneous.




          (a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own of record such Registrable Securities. If Dynavax receives conflicting
instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, Dynavax shall act upon the basis of instructions, notice or election received from the
such record owner of such Registrable Securities.




          (b) Any notice, request, demand, waiver, consent, approval or other communication which is
required or permitted to be given to any party hereto shall be in writing and shall be deemed given
only if delivered to the party personally or sent to the party by facsimile transmission (promptly
followed by a hard-copy delivered in accordance with this Section 11(b)), by next Business
Day delivery by a nationally recognized courier service, or by registered or certified mail (return
receipt requested), with postage and registration or certification fees thereon prepaid, addressed
to the party at its address set forth below:




          If to Dynavax:





Dynavax Technologies Corporation

2929 Seventh Street, Suite 100

Berkeley, CA 94710

Attn: Deborah Smeltzer, VP, Operations & CFO

Facsimile: (510) 848-1327



          If to Holdings:



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement







13









 









Symphony Dynamo Holdings LLC

7361 Calhoun Place, Suite 325

Rockville, MD 20850

Attn: Joseph P. Clancy

Facsimile: (301) 762-6154



          with a copy to:





Symphony Capital Partners, L.P.

875 Third Avenue, 18th Floor

New York, NY 10022

Facsimile: (212) 632-5401



          and





Symphony Strategic Partners, LLC

875 Third Avenue, 18th Floor

New York, NY 10022

Facsimile: (212) 632-5401


or to such other address as such party may from time to time specify by notice given in the manner
provided herein to each other party entitled to receive notice hereunder.




          (c) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York; except to the extent that this Agreement pertains to the internal
governance of Holdings or Dynavax, and to such extent this Agreement shall be governed and
construed in accordance with the laws of the State of Delaware.




          (d) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court, any Delaware State
court or federal court of the United States of America sitting in The City of New York, Borough of
Manhattan or Wilmington, Delaware, and any appellate court from any jurisdiction thereof, in any
action or proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in
any such New York State court, any such Delaware State court or, to the fullest extent permitted by
law, in such federal court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right
that any party hereto may otherwise have to bring any action or proceeding relating to this
Agreement.




          (e) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New
York State or federal court, or any Delaware State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement







14









 







defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court. Each of the parties
hereby consent to service of process by mail.




          (f) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.




          (g) Entire Agreement. This Agreement (including any Annexes, Schedules, Exhibits or
other attachments hereto) constitutes the entire agreement between the parties hereto with respect
to the matters covered hereby and supersedes all prior agreements and understandings with respect
to such matters between the parties hereto.




          (h) Successors; Assignment; Counterparts.





     (i) Nothing expressed or implied herein is intended or shall be construed to confer
upon or to give to any Person, other than the parties hereto, any right, remedy or claim
under or by reason of this Agreement or of any term, covenant or condition hereof, and all
the terms, covenants, conditions, promises and agreements contained herein shall be for the
sole and exclusive benefit of the parties hereto and their successors and permitted assigns
provided, however, that, subject to the requirements of Section 9,
this Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto.




     (ii) This Agreement may be executed in one or more counterparts, each of which, when
executed, shall be deemed an original but all of which taken together shall constitute one
and the same Agreement.



          (i) Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as any other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



          (j) All consents and other determinations required to be made by the Investor(s) pursuant to
this Agreement shall be made, unless otherwise specified in this Agreement, by Investor(s) holding
at least a majority of the Registrable Securities.



{SIGNATURES FOLLOW ON NEXT PAGE}



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.




Registration Rights Agreement







15









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers or other representatives thereunto duly authorized, as of the date first above
written.




	 	 	 	 	 
	 	DYNAVAX TECHNOLOGIES CORPORATION

 	 
	 	By:  	/s/ Dino Dina
 	 
	 	 	Name:  	Dino Dina, M.D. 	 
	 	 	Title:  	President & Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	SYMPHONY DYNAMO HOLDINGS LLC
	 
	 	 	 	 
	 

	 	By:
	 	Symphony Capital Partners, L.P.,

its Manager
	 
	 	 	 	 
	 

	 	By:
	 	Symphony Capital GP, L.P.,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Symphony GP, LLC,

its general partner






	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Mark Kessel
 	 
	 	 	Name:  	Mark Kessel 	 
	 	 	Title:  	Managing Member 	 
	 


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.