exv4w7



 





Exhibit 4.7



THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES
LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.




WARRANT TO PURCHASE STOCK




Corporation:
VOLCANO THERAPEUTICS, INC., a Delaware corporation

Number of Shares: 14,000

Class of Stock: Common

Initial Exercise Price: $1.00 per share

Issue Date: August 27, 2001

Expiration Date: the later to occur of (i) August 27, 2011 or (ii) in accordance with Section 1.6




     THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and
valuable consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully
paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the
“Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above
and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the
terms and conditions set forth in this Warrant.



ARTICLE 1. EXERCISE.




          1.1 Method of Exercise. Holder may exercise this Warrant by delivering a duly
executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal
office of the
Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder
shall also
deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.




          1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1,
Holder may from time to time convert this Warrant, in whole or in part, into a number of
Shares
determined by dividing (a) the aggregate fair market value of the Shares or other securities
otherwise
issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b)
the fair
market value of one Share. The fair market value of the Shares shall be determined pursuant to
Section
1.3.




          1.3 Fair Market Value. If the Shares are traded in a public market, the fair market
value of the Shares shall be the closing price of the Shares (or the closing price of the
Company’s stock
into which the Shares are convertible) reported for the business day immediately before Holder
delivers
its Notice of Exercise to the Company. If the Shares are not traded in a public market, the
Board of
Directors of the Company shall determine fair market value in its reasonable good faith
judgment.




          1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or
converts this Warrant, the Company shall deliver to Holder certificates for the Shares
acquired and, if this
Warrant has not been fully exercised or converted and has not expired, a new Warrant
representing the
Shares not so acquired.




          1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount
to the
Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the
Company shall
execute and deliver, in lieu of this Warrant, a new warrant of like tenor.




 









 








          1.6 Termination of Warrant Upon Certain Transactions. If at any time the Company
proposes (i) to consolidate with or merge with any other corporation in a transaction or series or
related transactions a result of which the shareholders of the Company holds less than fifty
percent (50%) of the voting equity securities of the surviving corporation; (ii) to sell all or
substantially all of the assets of the Company; or (iii) to effect a firmly underwritten public
offering of the Company’s Common Stock pursuant to an effective registration statement filed
pursuant to the Securities Act of 1933, as amended then the Company shall give Holder thirty (30)
days prior written notice of the proposed effective date of such transaction by registered mail
and if this has not been exercised by the effective date, is deemed to be automatically exercised
in accordance with Section 1.2.




ARTICLE 2. ADJUSTMENTS TO THE SHARES.




          2.1
Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its
common stock payable in common stock, or other securities, subdivides the outstanding common
stock
into a greater amount of common stock, then upon exercise of this Warrant, for each Share
acquired,
Holder shall receive, without cost to Holder, the total number and kind of securities to which
Holder would
have been entitled had Holder owned the Shares of record as of the date the dividend or
subdivision
occurred. If the outstanding shares are combined or consolidated, by reclassification or
otherwise, into a
lesser number of shares, the Initial Exercise Price shall be proportionately increased.




          2.2 Reclassification, Exchange, Combinations or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in a change of the
number and/or class
of the securities issuable upon exercise or conversion of this Warrant, Holder shall be
entitled to receive,
upon exercise or conversion of this Warrant, the number and kind of securities and property
that Holder
would have received for the Shares if this Warrant had been exercised immediately before such
reclassification, exchange, substitution, or other event. The Company or its successor shall
promptly
issue to Holder a new Warrant for such new securities or other property. The new Warrant shall
provide
for adjustments which shall be as nearly equivalent as may be practicable to the adjustments
provided for
in this Article 2 including, without limitation, adjustments to the Initial Exercise Price and
to the number of
securities or property issuable upon exercise of the new Warrant. The provisions of
this Section 2.2 shall
similarly apply to successive reclassifications, exchanges, substitutions, or other events.




          2.3 Adjustments for Diluting Issuances. In the event the conversion price for the
Series A Preferred Stock of the Company (the “Series A Preferred”) is adjusted as a result of
a Dilutive
Issuance (as defined in the Amended and Restated Certificate of Incorporation of the Company
(the
“Restated Certificate”)) pursuant to paragraph 4(e)(ii) of the Restated Certificate
concurrently with such
adjustment the Warrant Price shall be adjusted to an amount equal to the conversion price for
the Series
A Preferred as so adjusted and the number of Shares issuable upon exercise of this Warrant
shall be
increased to a number equal to the number of shares issuable upon the exercise of this Warrant
immediately prior to such adjustment multiplied by the fraction that results from dividing the
Warrant
Price immediately prior to such adjustment by the Warrant price as so adjusted.




          2.4 No Impairment. The Company shall not, by amendment of its Articles of
Incorporation or through a reorganization, transfer of assets, consolidation, merger,
dissolution, issue, or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of
any of the terms to be observed or performed under this Warrant by the Company, but shall at
all times in
good faith assist in carrying out of all the provisions of this Article 2 and in taking all
such action as may
be necessary or appropriate to protect Holder’s rights under this Article against impairment.




          2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or
conversion of the Warrant and the number of Shares to be issued shall be rounded down to the
nearest
whole Share. If a fractional share interest arises upon any exercise or conversion of the
Warrant, the
Company shall eliminate such fractional share interest by paying Holder the amount computed by
multiplying the fractional interest by the fair market value of a full Share.




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          2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the
Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute
such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting
forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon
written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the
date thereof and the series of adjustments leading to such Warrant Price.




ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.




          3.1 Representations and Warranties. The Company represents and warrants to the
Holder as follows:




               (a) The initial Warrant Price referenced on the first page of this Warrant is
equal to the price per share at which shares of Series A Preferred Stock were issued in the
Company’s
February 2001 financing transaction



               (b) All Shares which may be issued upon the exercise of the purchase right
represented by this Warrant, and all securities, if any, issuable upon conversion of the
Shares, shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any
liens and
encumbrances except for restrictions on transfer provided for herein or under applicable
federal and state
securities laws.



               (c) The Capitalization Table previously provided to Holder remains true and
complete as of the Issue Date.



          3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare
any dividend or distribution upon its common stock, whether in cash, property, stock, or other
securities
and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the
holders of any
class or series of its stock any additional shares of stock of any class or series or other
rights; (c) to effect
any reclassification or recapitalization of common stock; (d) to merge or consolidate with or
into any other
corporation, or sell, lease, license, or convey all or substantially all of its assets, or to
liquidate, dissolve or
wind up; or (e) offer holders of registration rights the opportunity to participate in an
underwritten public
offering of the company’s securities for cash, then, in connection with each such event, the
Company
shall give Holder (1) at least 10 days prior written notice of the date on which a record will
be taken for
such dividend, distribution, or subscription rights (and specifying the date on which the
holders of
common stock will be entitled thereto) or for determining rights to vote, if any, in respect
of the matters
referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d)
above at least 10
days prior written notice of the date when the same will take place (and specifying the date
on which the
holders of common stock will be entitled to exchange their common stock for securities or
other property
deliverable upon the occurrence of such event); and (3) in the case of the matter referred to
in (e) above,
the same notice as is given to the holders of such registration rights.




          3.3
Registration Under Securities Act of 1933, as amended. The Company agrees to use
its best efforts to provide that the Shares shall be subject to the piggyback registration rights
set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth
in the Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as
of the Issue Date may not be amended, modified or waived without the prior written consent of
Holder unless such amendment, modification or waiver affects Holder in the same manner as they
affect all other stockholders of the same series of shares granted to the Holder.




ARTICLE
4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as follows:




          4.1 Purchase for Own Account. Except for transfers to Holder’s affiliates, this
Warrant and the securities to be acquired upon exercise of this Warrant by the Holder will be
acquired for investment for the Holder’s account, not as a nominee or agent, and not with a view to
the public resale or




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distribution within the meaning of the 1933 Act, and the Holder has no present intention of
selling, granting any participation in, or otherwise distributing the same. If not an individual,
the Holder also represents that the Holder has not been formed for the specific purpose of
acquiring this Warrant or the Shares.




          4.2 Disclosure of Information. The Holder has received or has had full access to all
the information it considers necessary or appropriate to make an informed investment decision
with
respect to the acquisition of this Warrant and its underlying securities. The Holder further
has had an
opportunity to ask questions and receive answers from the Company regarding the terms and
conditions
of the offering of this Warrant and its underlying securities and to obtain additional
information (to the
extent the Company possessed such information or could acquire it without unreasonable effort
or
expense) necessary to verify any information furnished to the Holder or to which the Holder
has access.




          4.3 Investment Experience. The Holder understands that the purchase of this
Warrant and its underlying securities involves substantial risk. The Holder: (i) has
experience as an
investor in securities of companies in the development stage and acknowledges that the Holder
is able to
fend for itself, can bear the economic risk of such Holder’s investment in this Warrant and
its underlying
securities and has such knowledge and experience in financial or business matters that the
Holder is
capable of evaluating the merits and risks of its investment in this Warrant and its
underlying securities
and/or (ii) has a preexisting personal or business relationship with the Company and certain
of its officers,
directors or controlling persons of a nature and duration that enables the Holder to be aware
of the
character, business acumen and financial circumstances of such persons.




          4.4 Accredited Investor Status. The Holder is an
“accredited investor” within the meaning of Regulation D promulgated under the
1933 Act.




ARTICLE 5. MISCELLANEOUS.




          5.1 Term: This Warrant is exercisable in whole or in part at any time and from time
to time on or before the Expiration Date.




          5.2 Legends. This Warrant and the Shares (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a
legend in
substantially the following form:





THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED OR UNDER ANY APPLICABLE STATE LAWS, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THERE OF UNDER SUCH
ACT AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR PURSUANT TO RULE 144 OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.



          5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares
issuable upon exercise of this Warrant may not be transferred or assigned in whole or in part
without
compliance with applicable federal and state securities laws by the transferor and the
transferee
(including, without limitation, the delivery of investment representation letters and legal
opinions
reasonably satisfactory to the Company, as reasonably requested by the Company). The Company
shall
not require Holder to provide an opinion of counsel if the transfer is to an affiliate of
Holder or if there is no
material question as to the availability of current information as referenced in Rule 144(c),
Holder
represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling
broker represents
that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s
notice of
proposed sale.




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          5.4
Transfer Procedure. Subject to the provisions of Section 5.3, Holder may
transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant to
Silicon Valley Bancshares, or The Silicon Valley Bank Foundation, or to any affiliate of Holder at
any time without prior notice to Company; provided, however, if Holder transfers this
warrant to any other transferee, Holder will give the Company notice of the portion of the Warrant
being transferred with the name, address and taxpayer identification number of the transferee and
surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder if
applicable). The Company may refuse to transfer this Warrant to any person who directly competes
with the Company unless the Company’s stock is publicly traded.




          5.5
Notices. All notices and other communications from the Company to the Holder,
or vice versa, shall be deemed delivered and effective when given personally or mailed by
first-class
registered or certified mail, postage prepaid, at such address as may have been furnished to
the
Company or the Holder, as the case may be, in writing by the Company or such holder from time
to time.
All notices to the Holder shall be addressed as follows:



Silicon
Valley Bank 
Attn:
Treasury Department 
3003
Tasman Drive, HG 110 
Santa
Clara, CA 95054




          5.6
Waiver. This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which enforcement
of such
change, waiver, discharge or termination is sought.




          5.7
Attorney’s Fees. In the event of any dispute between the parties concerning the
terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled
to collect from
the other party all costs incurred in such dispute, including reasonable attorney’s fees.




          5.8
Automatic Conversion upon Expiration. In the event that, upon the Expiration
Date, the fair market value of one Share (or other security issuable upon the exercise hereof)
as
determined in accordance with Section 1.3 above is greater than the Exercise Price in effect
on such
date, then this Warrant shall automatically be deemed on and as of such date to be converted
pursuant to
Section 1.2 above as to all Shares (or such other securities) for which it shall not
previously have been
exercised or converted, and the Company shall promptly deliver a certificate representing the
Shares (or
such other securities) issued upon such conversion to the Holder.




          5.9
Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of California, without giving effect to its principles regarding
conflicts of law.




	 	 	 	 	 	 	 
	 	 	“COMPANY”
 VOLCANO THERAPEUTICS, INC.  
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sharon Stevenson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sharon Stevenson	 	 
	 

	 	 	 	(Print)	 	 
	 

	 	Title:
	 	President	 	 






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	 	By:
	 	/s/ Olav Bergheim
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Olav Bergheim	 	 
	 

	 	 	 	(Print)	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	“HOLDER”
 Silicon Valley Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Shuttleworth	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard Shuttleworth	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






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APPENDIX 1




NOTICE OF EXERCISE




     1. Holder
elects to purchase ___ shares of the Common Stock of VOLCANO
THERAPEUTICS, INC. pursuant to the terms of the attached Warrant, and tenders payment of the
purchase price of the shares in full.



     1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner
specified in the Warrant. This conversion is exercised for ___ of the Shares
covered by the Warrant.



     [Strike paragraph that does not apply.]



     2. Please issue a certificate or certificates representing the shares in the name
specified
below:



	 	 	 	 	 
	 

	 	 

          Holders Name
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	          (Address)	 	 






     3. The undersigned represents it is acquiring the shares solely for its own account and
not as a nominee for any other party and not with a view toward the resale or distribution except
in compliance with applicable securities laws.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	HOLDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

          (Date)