Warburg Rights





Exhibit 10.33




 

 

 

 

REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT, dated as of March 19, 1999, by and between
SangStat Medical Corporation, a Delaware corporation (the "Company"), and Warburg Dillon Read LLC
(the "Purchaser") entered into in connection with the issuance of one or more Convertible Notes due
2004 convertible into shares of Common Stock, par value $.001 per share ("Common Stock") of the
Company.

 


1.Certain Definitions.

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

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

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

(c)"Effective Time" shall mean the date on which the Commission
declares the Shelf Registration effective or on which the Shelf Registration otherwise becomes
effective.

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

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

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

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

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

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

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

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


2.Shelf Registration of Shares.


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

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



3.Registration Procedures.

(a)In connection with any obligation of the Company to register Shares or the
Convertible Note (collectively, "Securities"), the Company shall use its best efforts to effect or
cause such registration to permit the sale of the Securities by the Purchaser in accordance with the
intended method or methods of distribution thereof described in the applicable registration
statement. In connection therewith, the Company shall, within the time specified above:
(i)prepare and file with the Commission a registration statement on any
form which may be utilized by the Company and which shall permit the disposition of the Securities
in accordance with the intended method or methods thereof, as specified in writing by the
Purchaser;

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

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

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

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

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

(vii)if requested by any managing underwriter or underwriters, any
placement or sales agent or the Purchaser, promptly incorporate in a prospectus supplement or post-
effective amendment such information as is required by the applicable rules and regulations of the
Commission that such managing underwriter or underwriters, such agent or the Purchaser specify
should be included therein relating to the terms of the sale of such Securities, including, without
limitation, information with respect to the amount or number of Securities being sold by the
Purchaser or agent or to any underwriters, the name and description of the Purchaser, agent or
underwriter, the offering price of such Securities and any discount, commission or other
compensation payable in respect thereof, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the offering of the Securities to be sold by the Purchaser or
agent or to such underwriters; and make all required filings of such prospectus supplement or post-
effective amendment promptly after notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment;

(viii)furnish to the Purchaser, each placement or sales agent, if any,
therefor, each underwriter, if any, thereof and the respective counsel referred to in
Section 3(a)(iii) a copy of such registration statement in the form in which it became
effective, each such amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein) and such number of copies of such registration
statement (excluding exhibits thereto and documents incorporated by reference therein unless
specifically so requested by the Purchaser, agent or underwriter, as the case may be) and of the
prospectus included in such registration statement (including each preliminary prospectus and any
summary prospectus), in conformity with the requirements of the Securities Act, and such other
documents, as the Purchaser, agent, if any, and underwriter, if any, may reasonably request in order
to facilitate the offering and disposition of the Securities owned by the Purchaser, offered or sold
by such agent or underwritten by such underwriter and to permit the Purchaser, agent and underwriter
to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby
consents to the use of such prospectus (including such preliminary and summary prospectus) and any
amendment or supplement thereto by the Purchaser and by any such agent and underwriter, in each case
in the form most recently provided to such party by the Company, in connection with the offering and
sale of the Securities covered by the prospectus (including such preliminary and summary prospectus)
or any supplement or amendment thereto;

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

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

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

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

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

(xiv)comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders as soon as practicable but in any event not
later than eighteen months after the effective date of such registration statement, an earning
statement of the Company and its subsidiaries complying with Section 11(a) of the Securities
Act (including, at the option of the Company, Rule 158 thereunder); and

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



(b)In the event that the Company would be required, pursuant to
Section 3(a)(v)(F) above, to notify the Purchaser, the placement or sales agent, if any,
therefor and the managing underwriters, if any, thereof, the Company shall without delay prepare and
furnish to the Purchaser, to each placement or sales agent, if any, and to each underwriter, if any,
a reasonable number of copies of a prospectus supplemented or amended in form and substance
reasonably satisfactory to them, so that, as thereafter delivered to purchasers of Securities, such
prospectus shall not 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 not misleading in light of
the circumstances then existing. The Purchaser agrees that upon receipt of any notice from the
Company pursuant to Section 3(a)(v)(F) hereof, the Purchaser shall forthwith discontinue the
disposition of Securities pursuant to the registration statement applicable to such Securities until
the Purchaser shall have received copies of such amended or supplemented prospectus, and if so
directed by the Company, the Purchaser shall deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in the Purchaser's possession of the prospectus
covering such Securities at the time of receipt of such notice.

(c)The Company may require the Purchaser to furnish to the Company such
information regarding the Purchaser and the Purchaser's intended method of distribution of the
Securities as the Company may from time to time reasonably request in writing, but only to the
extent that such information is required in order to comply with the Securities Act. The Purchaser
agrees to notify the Company as promptly as practicable of any inaccuracy or change in information
previously furnished by the Purchaser to the Company or of the occurrence of any event in either
case as a result of which any prospectus relating to such registration contains or would contain an
untrue statement of a material fact regarding the Purchaser or the Purchaser's intended method of
distribution of such Securities or omits to state any material fact regarding the Purchaser or the
Purchaser's intended method of distribution of such Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then existing,
and promptly to furnish to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not contain, with respect
to the Purchaser or the distribution of such Securities, 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 not misleading in light of the circumstances then existing. The Purchaser agrees that upon
delivering any notice to the Company pursuant to this Section 3(c), the Purchaser shall forthwith
discontinue the disposition of Securities pursuant to the registration statement applicable to such
Securities until the Purchaser shall have the received copies of such amended or supplemented
prospectus, and if so directed by the Company, the Purchaser shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in the Purchaser's possession
of the prospectus covering such Securities at the time of receipt of such notice.


4.Registration Expenses.


The Company agrees to bear and to pay or cause to be paid promptly upon request
being made therefor all expenses incident to the Company's performance of or compliance with these
Registration Rights including, without limitation, (i) all Commission and any NASD registration
and filing fees and expenses, (ii) all fees and expenses in connection with the qualification
of the Securities for offering and sale under the State securities and blue sky laws referred to in
Section 3(a)(x) hereof, including reasonable fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such qualifications, (iii) all fees
and expenses in connection with the approval for trading of the Shares on the Nasdaq National
Market, (iv) all expenses relating to the preparation, printing, distribution and reproduction of
each registration statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the
certificates representing the Securities and all other documents relating hereto, (v) internal
expenses (including, without limitation, all salaries and expenses of the Company's officers and
employees performing legal or accounting duties), and (vi) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance and compliance)
(collectively, the "Registration Expenses"). Notwithstanding the foregoing, the Purchaser shall pay
all agency fees and commissions and underwriting discounts and commissions attributable to the sale
of the Securities and the fees and disbursements of any counsel or other advisors or experts
retained by the Purchaser in connection therewith.


5.Representations and Warranties.


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

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

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


6.Indemnification.


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

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

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

(d)Contribution. Each party hereto agrees that, if for any reason the indemnification
provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by indemnified party on the one hand and the indemnifying party on the
other from the issuance of the Convertible Notes and sale of the Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by applicable law or if
the indemnified party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also the relative fault
of the indemnifying party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Purchaser on the other shall be deemed to be in the same proportion as the
total purchase price received by the Company upon issuance of the Convertible Note bears to the
difference between the proceeds from the offering of the Securities received by the Purchaser and
such purchase price. The relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if contributions pursuant to this
Section 6(d) were determined by pro rata allocation (even if the Purchaser or any agents or
underwriters or all of them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to in this
Section 6(d). The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 6(d), the Purchaser shall not be required to contribute any amount in excess of
the amount by which the dollar amount of the proceeds received by the Purchaser from the sale of any
Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which the Purchaser have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be
required to contribute any amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to the public were offered to the public exceeds the
amount of any damages which such underwriter 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
Purchaser's and any underwriters' obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Securities registered or underwritten, as the case
may be, by them and not joint.

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


7.Miscellaneous.


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


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

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


If to the Company, to:

SangStat Medical Corporation

1505 Adams Drive

Menlo Park, CA 94025

Attention: General Counsel

Telephone Number: (650) 328-0300

Facsimile Transmission Number: (650) 328-8892






If to Warburg Dillon Read LLC, to:

Warburg Dillon Read LLC

677 Washington Blvd.

Stamford, CT 06901

Attention:General Counsel

Capital Markets

Telephone Number: (203) 719-3000

Facsimile Transmission Number: (203) 719-6097




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

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

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

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

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

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

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

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

SANGSTAT MEDICAL CORPORATION

 

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

Title: President & CEO



WARBURG DILLON READ LLC

 

By:/s/ Robert Morgan

Name: Robert Morgan

Title:Managing Director, Equities