BioPharma Rights





Exhibit 10.31




 

 

 

REGISTRATION RIGHTS AGREEMENT



by and Between



SANGSTAT MEDICAL CORPORATION



AND 



BIOPHARMA EQUITIES HOLDINGS NV



 

____________________



 

February 15, 2000

___________________

REGISTRATION RIGHTS AGREEMENT



 

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of
February 15, 2000 is by and among SangStat Medical Corporation, a Delaware
corporation (the "Company") and BioPharma Equities Holdings NV (the
"Investor").

WHEREAS, the Company is entering into the Common Stock Purchase Agreement
of even date herewith (the "Purchase Agreement") with the Investor pursuant to
which the Investor is purchasing shares of the Company's Common Stock (the
"Common Stock");

WHEREAS, the Company and the Investor desire to provide for the Investor
certain arrangements with respect to the registration of shares of capital stock
of the Company under the Securities Act of 1933.

NOW, THEREFORE, in consideration of the mutual promises, covenants
and conditions hereinafter set forth and other good and valuable consideration,
the parties hereto hereby agree as follows:




	Registration Rights.  The Company
covenants and agrees as follows:


	Definitions.  As used in this
Agreement, the following terms shall have the following meanings:

	"Securities Act" means the Securities Act of 1933, as amended.
	"1934 Act" means the Securities Exchange Act of 1934, as
amended.
	"Form S-1" means such form under the Securities Act as in effect on
the date hereof, or any registration form under the Securities Act subsequently
adopted by the SEC which permits the registration of securities under the
Securities Act for which no other form is authorized or prescribed.
	"Form S-3" means such form under the Securities Act as in effect on
the date hereof or any registration form under the Securities Act subsequently
adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the
SEC.
	"Holder" means the Investor and any persons or entities to whom the
rights granted under this Section 1 are transferred by the Investor as permitted
under Section 2 below.
	The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document.
	"Registrable Securities" means (i) the Common Stock, (ii) any common
stock of the Company issued as (or issuable upon the conversion or exercise of
any warrant, right, or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
shares described in (i) above, excluding in all cases, however, any securities
that have been sold in a public sale or other transaction in which the rights
under this Section 1 are not properly assigned.
	"SEC" shall mean the Securities and Exchange Commission.



	Demand Registration. 


	Registration.  The Company agrees
to file as soon as practicable, and in any event on or before May 15, 2000, a
registration statement on Form S-3 (or Form S-1 in the event that the Company is
not eligible to use Form S-3) for the registration under the Securities Act of
all Registrable Securities, subject to the limitations of subsection 1.2(b).
The Company shall use its best efforts to have such registration statement
declared effective within thirty (30) days after filing.  

	Priority Registrations.  If a
majority in interest of the Holders intend to distribute the Registrable
Securities by means of an underwriting, they shall so advise the Company on or
before February 29, 2000.  The underwriter will be selected by a majority
in interest of the Holders and shall be reasonably acceptable to the Company.
In such event, the right of any Holder to include Registrable Securities in such
registration shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting (unless otherwise mutually agreed by a majority in interest of the
Holders and such Holder) to the extent provided herein.  All Holders proposing
to distribute their securities through such underwriting shall (together with
the Company as provided in subsection 1.4(e)) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting.  Notwithstanding any other provision of this Section 1.2, if
the underwriter advises the Holders in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the number of
Registrable Securities that may be included in the underwriting shall be
apportioned among such selling Holders in proportion (as nearly as practicable)
to the amount of Registrable Securities of the Company held by each Holder;
provided, however, that the number of Registrable Securities to be included in
such underwriting shall not be reduced unless all other securities are first
entirely excluded from the underwriting.  Any such apportionment shall be in
accordance with the last sentence of Section 1.3(b).
	"Piggy-Back" Registration.


	Right to Piggy-Back.  If the
Company proposes to register (including for this purpose a registration effected
by the Company for stockholders other than the Holders but excluding a
registration effected by the Company pursuant to the Registration Rights
Agreement dated May 7, 1999 between the Company and Abbott Laboratories)
any of its securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration relating
solely to the sale of securities to participants in an employee benefit plan, or
a registration on Form S-4 or any successor form relating solely to a
transaction pursuant to the SEC's Rule 145), the Company shall, at such time,
promptly give each Holder written notice of such registration.  Upon the written
request of each Holder given within twenty (20) days after mailing of such
notice by the Company, the Company shall, subject to the provisions of
subsection 1.3(b), cause to be registered under the Securities Act all of the
Registrable Securities that each such Holder has requested to be
registered.

	Priority on Registrations.  In
connection with any offering involving an underwriting of shares of the
Company's capital stock, the right of any Holder to include Registrable
Securities in such registration shall be conditioned upon such Holder's
participation in such underwriting as agreed upon between the Company and the
underwriters selected by it (or by other persons entitled to select the
underwriters).  If the total amount of securities, including Registrable
Securities, requested by stockholders to be included in such offering exceeds
the amount of securities to be sold (other than by the Company) that the
underwriters determine in their sole discretion is compatible with the success
of the offering, then the Company shall be required to include in the offering
only that number of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will not materially and
adversely affect such offering, and the Registrable Securities to be included,
if any, shall be apportioned pro rata among (i) the Holders providing notice of
their desire to participate in the offering and (ii) all other holders of the
Company's securities who have the right to participate in such offering (the
"Other Holders"), according to the total amount of securities requested to be
included therein by each such selling Holder or Other Holder or in such other
proportions as shall mutually be agreed to by such Holders and Other Holders.
For purposes of the preceding sentence concerning apportionment, for any Holder
which is a partnership or corporation, the partners, retired partners, and
stockholders of such Holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the
foregoing persons shall be deemed to be a single "selling Holder," and any pro-
rata reduction with respect to such "selling Holder" shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such "selling Holder," as defined in this
sentence.

	Registration Procedures.
Whenever required under this Section 1 to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
possible (but subject to providing counsel to the Holders with a reasonable
opportunity to review and comment on all documents):

	Prepare and file with the SEC a registration statement which complies with
the provisions of the Securities Act and the rules and regulations of the SEC
thereunder with respect to such Registrable Securities within the time period
specified by the applicable section under which the registration statement is
being effected; thereafter use its best efforts to cause such registration
statement to become effective; and, keep such registration statement effective
for a period of One Hundred Eighty (180) days or, if earlier, until the
distribution contemplated in the registration statement has been completed.
	Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement in accordance with each Holder's intended method of
disposition.
	Furnish to the Holders such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by the Holders.
	Use its best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders and any managing
underwriter; provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions,
unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act.
	In the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering.  Each Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement. 
	Use its best efforts to prevent the issuance of any stop order or other
order suspending the effectiveness of a registration statement covering
Registrable Securities and, if such an order is issued, to obtain the withdrawal
thereof at the earliest possible time and to notify the Holder of the issuance
of such order and the resolution thereof; 
	Promptly notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits 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.
	Cause all such Registrable Securities registered pursuant to such
registration statement to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
	Provide a transfer agent and registrar for all Registrable Securities
registered pursuant to such registration statement and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.
	Furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale in connection with a registration pursuant to this Section
1, if such securities are being sold through underwriters, copies of (i) the
opinion, dated as of such date, of the counsel representing the Company for the
purposes of such registration given to the underwriters in such underwritten
public offering, which opinion shall be in such form as is reasonably
satisfactory to counsel to the underwriters, and shall also be addressed to such
Holders, and (ii) the letter dated as of such date, from the independent
certified public accountants of the Company, to the underwriters in such
underwritten public offering, addressed to the underwriters, which letter shall
be in such form as is reasonably satisfactory to counsel to the
underwriters.



	Furnish Information.  It shall be
a condition precedent to the obligations of the Company to take any action
pursuant to this Section 1 with respect to the Registrable Securities of any
selling Holder that such Holder shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method
of disposition of such securities as shall be required to effect the
registration of such Holder's Registrable Securities.

	Expenses of Registrations.  The
Company shall pay all expenses, other than underwriting discounts and
commissions, including reasonable attorney's fees for one counsel for any
selling Holders, incurred in connection with registrations, filings, or
qualifications pursuant to this Section 1, including (i) all registration,
filing, and qualification fees (including, but not limited to, filing fees with
the SEC and state securities administrators, fees due to the National
Association of Securities Dealers and fees due for listing on any stock exchange
or for qualifying for quotation on the Nasdaq system; (ii) printing and
accounting fees; and (iii) fees and disbursements of counsel for the
Company.

	Indemnification.  In the event
any Registrable Securities are included in a registration statement under this
Section 1:


	By the Company.  The Company will
indemnify each selling Holder, each of its officers and directors and partners
and each person controlling any such persons within the meaning of Section 15 of
the Securities Act, and each underwriter, if any, and each person who controls
any underwriter within the meaning of Section 15 of the Securities Act, against
all expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in the investigation or
settlement of any litigation, commenced or threatened, arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, not misleading, or any violation by
the Company of any rule or regulation promulgated under the Securities Act, the
1934 Act  or any state securities laws applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance, and will reimburse each such selling
Holder and each other person indemnified hereunder for any legal and any other
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action; provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability, expense, or violation arises out of or is based on any
untrue statement or omission or alleged untrue statement or omission, made in
reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by such selling Holder or underwriter and
stated specifically to be for use therein, or any action or inaction required of
any selling Holder in connection therewith.

	By Each Holder.  Each selling
Holder will indemnify the Company, each of its directors and officers, each
underwriter, if any, of the Company's securities covered by such a registration
statement, each person who controls the Company or such underwriter within the
meaning of Section 15 of the Securities Act, and each other such person whose
securities are covered by such registration statement, each of its officers and
directors and each person controlling such selling Holder within the meaning of
Section 15 of the Securities Act, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by such selling Holder of any rule or regulation
promulgated under the Securities Act or any state securities laws applicable to
such selling Holder and relating to action or inaction required of such selling
Holder in connection with any such registration, qualification or compliance,
and will reimburse the Company and each other person indemnified hereunder for
any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such selling Holder and stated specifically to be for use therein or
such violation arises out of any action or inaction required of such selling
Holder in connection therewith; provided, however, that the obligation of such
selling Holder hereunder shall be limited to an amount equal to the net proceeds
received by such selling Holder upon the sale of the Shares sold by such selling
Holder in the offering covered by such registration.

	Notice.  Each party entitled to
indemnification under this Section 1.7 (the "Indemnified Party") shall give
notice to the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge of any claim
as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom,
provided that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld).  The Indemnified Party may
participate in such defense at such party's expense; provided, however, that the
Indemnifying Party shall bear the expense of such defense of the Indemnified
Party if representation of both parties by the same counsel would be
inappropriate due to actual or potential conflicts of interest (as determined in
good faith by the Indemnified Party).  The failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Agreement unless the failure to do so materially
prejudices the Indemnifying Party.  No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.

	Contribution.  If the
indemnification provided for in this Section 1.7 is unavailable or insufficient
to hold harmless an Indemnified Party, then each Indemnifying Party shall
contribute to the amount paid or payable to such Indemnified Party as a result
of the losses, claims, damages or liabilities referred to in this Section 1.7 an
amount or additional amount, as the case may be, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party or parties
on the one hand and the Indemnified Party on the other in connection with the
statements or omissions which resulted in such losses, claims, demands or
liabilities as well as any other relevant equitable considerations.  The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Indemnifying Party or parties on the one hand or the Indemnified Party on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.  The amount
paid to an Indemnified Party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this Section 1.7(d) shall be
deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any action or
claim that is the subject of this Section 1.7.  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.

	Survival.  The obligations of the
Company and Holders under this Section 1.7 shall survive the completion of
any offering of Registrable Securities in a registration statement under this
Section 1.

	Rule 144 Reporting.  With a view
to making available to the Holders the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation of the SEC that may at any
time permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees to
use its best efforts to:

	Make and keep public information available, as those terms are understood
and defined in SEC Rule 144 under the Securities Act;
	File with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the 1934 Act; and
	Furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144, the Securities
Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the SEC which permits the selling of any
such securities without registration or pursuant to Form S-3.



	Termination of Registration
Rights.  Each Holder's rights to require registration of
Registrable Securities held by it as provided for in this Section 1 shall
terminate with respect to such Holder upon the earliest to occur of (i) when all
such Registrable Securities held by such Holder have been sold in a public
offering pursuant to an effective registration statement under the Securities
Act, (ii) when all such Registrable Securities held by such Holder may be sold
in a public sale or sales within any three-month period consistent with the
Securities Act and the SEC's Rules thereunder and (iii) February 15,
2002.
	Transfers Of Rights.

	The rights granted to the Investor under Section 1 of this Agreement may be
transferred to (i) any Affiliate, subsidiary, partner, member or shareholder of
the Investor or (ii) any other person or entity that acquires at least fifty
percent (50%) of the Registrable Securities; provided, however, that the
transferee shall have executed an instrument satisfactory to the Company
agreeing to be bound by the obligations of his or its transferor under this
Agreement.
	A transferee to whom rights are transferred pursuant to this Section 2 may
transfer such rights to any other person or entity, as provided in Section 2.1
above.
	Each certificate representing the shares of Common Stock shall bear a legend
in substantially the following form, in addition to any other legends that may
be required under federal or state securities laws:



"The shares of stock represented by this certificate are subject to a
certain Investor Rights Agreement, as amended from time to time, among the
corporation, the registered owner of this certificate (or his predecessor in
interest) and others, and such Agreement is available for inspection without
charge at the offices of the corporation."


	General.


	Notices.  All notices, requests,
consents and other communications under this Agreement shall be in writing and
shall be delivered by hand, by telecopier, by overnight mail or mailed by first
class certified or registered mail, return receipt requested, postage
prepaid:

if to the Company:SangStat Medical Corporation

Attn:  Vice President and General Counsel

6300 Dumbarton Circle

Fremont, CA 94555

Facsimile: (510) 789-4493


with a copy to:Gray Cary Ware & Freidenrich LLP

Attn:  Rebecca K. Schmitt Esq.

4365 Executive Drive, Suite 1600

San Diego, California 92121

Facsimile: (858) 677-1477


 

if to the Investor:BioPharma Equities Holdings NV



MeesPierson Fund Services (Curacao) NV
Amod Kumar or Robert N. Chin

Berg Arrarat 1

PO Box 3889

Willemstad, Curacao

Netherlands Antilles



Facsimile:599-946-39326


with a copy to:BioPharma Management Company Ltd

Mill Mall

PO Box 964

Road Town, Tortola

British Virgin Islands



Facsimile:41-22-311-33-09


Notices provided in accordance with this Section 3.1 shall be deemed
delivered upon personal delivery, receipt by telecopy or overnight mail, or 48
hours after deposit in the mail, first class postage prepaid, in accordance with
the above.

	Entire Agreement.  This Agreement
embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter.

	Amendments and Waivers.  Any term
of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), with the written consent of the Company and the
holders of not less than a majority of the Registrable Securities.  No waivers
of or exceptions to any term, condition or provision of this Agreement, in any
one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision.

	Counterparts.  This Agreement may
be executed in several counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.

	Captions.  The captions of the
sections, subsections and paragraphs of this Agreement have been added for
convenience only and shall not be deemed to be a part of this Agreement.

	Severability.  Each provision of
this Agreement shall be interpreted in such manner as to validate and give
effect thereto to the fullest lawful extent, but if any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid or
unenforceable under applicable law, such provision shall be ineffective only to
the extent so determined and such invalidity or unenforceability shall not
affect the remainder of such provision or the remaining provisions of this
Agreement.

	Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
California

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


SANGSTAT MEDICAL CORPORATION


 



By: __________________________

Name:

Title:




BIOPHARMA EQUITIES HOLDINGS NV




By: __________________________

Name:

Title: