Exhibit 4.1


 





Execution Version










ARMATA PHARMACEUTICALS, INC.


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
 “Agreement”) is made and entered into as of February 12, 2020, by and between Armata Pharmaceuticals, Inc.,
a Washington corporation (the “Company”), and Innoviva, Inc. (the “Holder”). The Company
and the Holder are referred to each as a “Party” and collectively herein as the “Parties.”


 


In consideration of the mutual covenants
and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged
by each Party, the Parties agree as follows:


 


1.                  
Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:


 


“Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person
as of the date on which, or at any time during the period for which, the determination of affiliation is being made; provided,
that for purposes of this Agreement, the Holder shall not be deemed an Affiliate of the Company or any of its Subsidiaries. For
purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled
by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.


 


“Agreement” has the meaning
set forth in the preamble.


 


“Approved Transferee”
means any Affiliate of the Holder who acquires Registrable Securities from the Holder.


 


“Board” means the board
of directors of the Company.


 


“Business Day” means
any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to remain closed for the
entirety of such day in New York, New York.


 


“Chosen Courts” has the
meaning set forth in Section 7(d).


 


“Close of Business” means
5:00 p.m. Eastern Time.


 


“Commission” means the
Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.


 


“Company” has the meaning
set forth in the preamble.


 


“Company Common Stock”
means the shares of common stock, par value $0.01 per share, of the Company.


 


“Company Indemnified Persons”
has the meaning set forth in Section 5(a).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“FINRA” means the Financial
Industry Regulatory Authority.


 






     


     


    

 


“Form S-1 Shelf” has
the meaning set forth in Section 2(a).


 


“Form S-3 Shelf” has
the meaning set forth in Section 2(a).


 


“Holder” has the meaning
set forth in the preamble.


 


“Holder Indemnified Persons”
has the meaning set forth in Section 5(b).


 


“Indemnified Persons”
has the meaning set forth in Section 5(b).


 


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


 


“Parties” has the meaning
set forth in the preamble.


 


“Person” means any individual,
partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity
or division, or any government, governmental department or agency or political subdivision thereof.


 


“Proceeding” means any
action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition)
pending or known to the Company to be threatened.


 


“Prospectus” means the
prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A), all amendments and supplements
to the Prospectus, including post-effective amendments, all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


 


“Registrable Securities”
means (a) any Company Common Stock or warrants issued to the Holder pursuant to the Securities Purchase Agreement, (b) any
Company Common Stock issuable to the Holder upon exercise of warrants issued to the Holder pursuant to the Securities Purchase
Agreement, (c) any securities issued or issuable with respect to, on account of or in exchange for Company Common Stock described
in clauses (a) and (b), whether by stock split, stock dividend, recapitalization, merger, consolidation or other reorganization,
charter amendment or otherwise and (d) any options, warrants or other rights to acquire, and any securities received as a
dividend or distribution in respect of, any of the securities described in clauses (a), (b) and (c) above, in each case that are
held by the Holder and its Affiliates or any transferee or assignee of the Holder or its Affiliates, all of which securities are
subject to the rights provided herein until such rights terminate pursuant to the provisions of this Agreement. As to any particular
Registrable Securities, such securities shall not be Registrable Securities when (i) a Registration Statement registering
such Registrable Securities under the Securities Act has been declared effective and such Registrable Securities have been sold,
transferred or otherwise disposed of by the Holder thereof pursuant to such effective Registration Statement, (ii) such Registrable
Securities are sold, transferred or otherwise disposed of pursuant to Rule 144, (iii) such securities cease to be outstanding,
or (iv) such securities have become eligible for sale by the Holder pursuant to Rule 144 without any restriction on the volume
or manner of such sale and all restrictive legends and stop transfer instructions have been removed with respect to all book entries
representing the applicable Registrable Securities.


 


“Registration Expenses”
means all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and expenses of counsel for the Company and one counsel for
the Holder, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration.


 






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“Registration Statement”
means a registration statement of the Company filed with or to be filed with the Commission under the Securities Act that covers
the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, and including any Prospectus, amendments
and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


“Related Person” has
the meaning set forth in Section 7(m).


 


“Representatives” of
the Holder means its partners, shareholders, members, directors, officers, employees, agents, counsel, accountants, consultants,
investment advisers or other professionals or representatives, or its affiliates or wholly owned subsidiaries.


 


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


 


“Rule 405” means
Rule 405 promulgated by the Commission pursuant to the Securities Act, or any similar rule or regulation hereafter adopted
by the Commission having substantially the same effect as such Rule.


 


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


 


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


 


“Rule 430A” means
Rule 430A promulgated by the Commission pursuant to the Securities Act, or any similar rule or regulation hereafter adopted
by the Commission having substantially the same effect as such Rule.


 


“Seasoned Issuer” means
an issuer eligible to use Form S-3 under the Securities Act and who is not an “ineligible issuer” as defined in Rule 405.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Selling Expenses” means
all underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities
and related legal and other fees of the Holder not included within the definition of Registration Expenses.


 


“Securities Purchase Agreement”
means that certain Securities Purchase Agreement, dated January 27, 2020, by and between Armata Pharmaceuticals, Inc. and Innoviva,
Inc.


 


“Shelf Period” has the
meaning set forth in Section 2(a).


 


“Shelf Registration”
means the registration of an offering of Registrable Securities on a Form S-1 Shelf or a Form S-3 Shelf, as applicable,
on a delayed or continuous basis under Rule 415, pursuant to Section 2(a).


 






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“Shelf Registration Statement”
has the meaning set forth in Section 2(a).


 


“Subsidiary” means, when
used with respect to any Person, any corporation or other entity, whether incorporated or unincorporated, (a) of which such
Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of
which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership)
or (b) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect
a majority of the board of directors or others performing similar functions with respect to such corporation or other entity is
directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries.


 


“Suspension Period” has
the meaning set forth in Section 2(b).


 


“Trading Market” means
the principal national securities exchange in the United States on which Registrable Securities are (or are to be) listed.


 


Unless the context requires otherwise: (a) any
pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections,
paragraphs and clauses refer to Sections, paragraphs and clauses of this Agreement; (c) the terms “include,” “includes,”
 “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the
terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular
provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall
have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural
forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be
deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations
and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and
statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute;
(h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days”
are to calendar days unless otherwise indicated. Each of the Parties hereto acknowledges that each Party was actively involved
in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the
provisions of this Agreement shall be construed in favor or against any Party hereto because one is deemed to be the author thereof.


 


2.                  
Registration.


 


(a)               
Shelf Registration. No later than thirty (30) days after the date hereof, the Company shall file a Registration Statement
for a Shelf Registration covering the resale of the Registrable Securities with the SEC for an offering to be made on a continuous
basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means
of distribution of Registrable Securities as the Holder may reasonably specify (the “Initial Registration Statement”).
The Initial Registration Statement shall be on Form S-3 (or any successor to Form S-3) covering the resale of all of the Registrable
Securities held by the Holder (the “Form S-3 Shelf”), or if the Company is not a Seasoned Issuer at the
time of filing, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to
Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration
Statement”). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use
its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act
as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the
filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the
sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the
Commission, or (z) in the event of a “review” by the Commission, the one hundred and twentieth (120th) day following
the filing of the Shelf Registration Statement (the number of days in (x), (y) and (z) each being a “Review Period,”
depending on the nature of the Commission’s review, and provided, for any days during the period following the initial
filing of the Shelf Registration Statement and prior to the effectiveness of the Shelf Registration Statement that the Commission
is unable to review or declare effective registration statements filed with the Commission due to a shutdown or partial shutdown
of the U.S. Government (such days, “Tolled Days”), the applicable number of days in such Review Period shall
be extended by the number of Tolled Days), and shall use its commercially reasonable efforts to keep such Shelf Registration Statement
continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement
are no longer Registrable Securities, including (the period during which the Company shall use its commercially reasonable efforts
to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the
 “Shelf Period”). The Company shall notify the Holder by e-mail with electronic confirmation of the effectiveness
of the Shelf Registration Statement as promptly as practicable, and in any event within twenty-four (24) hours, after the Company
telephonically or otherwise confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission
to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall
provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings,
agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering.
Notwithstanding anything to the contrary contained herein, in the event the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly (A) inform the Holder, (B) use its reasonable efforts to file amendments to the Initial
Registration Statement as required by the Commission and/or (C) withdraw the Initial Registration Statement and file a new Registration
Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities
permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the Registrable
Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided,
however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable
efforts to advocate with the Commission for the registration of all of the Registrable Securities. In the event the Company amends
the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (B) or (C) above, the
Company will use its reasonable efforts to file with the Commission, as promptly as allowed by the Commission, one or more Registration
Statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other
form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration
Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).


 






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(b)               
Suspension Period. Notwithstanding any other provision of this Section 2, the Company shall have the right,
but not the obligation, to defer the filing of (but not the preparation of), or suspend the use by the Holder of, any Registration
Statement for a period of up to sixty (60) days (unless a longer period is consented to by the Holder) (i) upon issuance by the
Commission of a stop order suspending the effectiveness of such Registration Statement with respect to Registrable Securities or
the initiation of proceedings with respect to such Registration Statement under Section 9(d) or 8(e) of the Securities Act; (ii) if
the Company believes in good faith that any such registration or offering would require the Company (after consultation with external
legal counsel), under applicable securities laws and other laws, to make disclosure of material nonpublic information that would
not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time
would not be in the Company’s best interests; provided that this exception (ii) shall continue to apply only during
the time that such material nonpublic information has not been disclosed and remains material; (iii) if the Company elects
at such time to offer Company Common Stock or other equity securities of the Company to (x) fund a merger, third-party tender
offer or other business combination, acquisition of assets or similar transaction or (y) meet rating agency and other capital
funding requirements; or (iv) if the Company is pursuing a primary underwritten offering of Company Common Stock pursuant to a
registration statement (any such period, a “Suspension Period”); provided, that in no event shall the
Company declare a Suspension Period more than three times in any twelve (12) month period. The Company shall (i) give prompt
written notice to the Holder of its declaration of a Suspension Period and of the expiration or termination of the relevant Suspension
Period and (ii) promptly resume the process of filing or requesting for effectiveness, or update the suspended Registration
Statement, as the case may be, as may be necessary to permit the Holder to offer and sell its Registrable Securities in accordance
with applicable law.


 


 






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(c)               
Required Information. The Company may require the Holder of Registrable Securities as to which any Registration Statement
is being filed or sale is being effected to furnish to the Company such information regarding the intended method of distribution
of such securities and such other information relating to the Holder and its ownership of Registrable Securities as the Company
may from time to time reasonably request in writing (provided that such information shall be used only in connection with
such registration). The Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably
necessary to enable the Company to comply with the provisions of this Agreement.


 


(d)               
Cessation of Registration Rights. All registration rights granted under this Section 2 shall continue to be
applicable with respect to the Holder until the Holder no longer holds any Registrable Securities.


 


3.                  
Registration Procedures. The procedures to be followed by the Company and the Holder to register the sale of Registrable
Securities pursuant to a Registration Statement in accordance with this Agreement, and the respective rights and obligations of
the Company and the Holder with respect to the preparation, filing and effectiveness of such Registration Statement, are as follows:


 


(a)               
The Company will (i) prepare and file a Registration Statement with the Commission (within the time period specified in Section 2(a))
which Registration Statement (A) shall be on a form required by this Agreement (or if not so required, selected by the Company)
for which the Company qualifies, (B) shall be available for the sale of the Registrable Securities in accordance with the
intended method or methods of distribution, and (C) shall comply as to form in all material respects with the requirements
of the applicable form and include and/or incorporate by reference all financial statements required by the Commission to be filed
therewith, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective and remain
effective for the period provided under Section 2(a), (iii) use its commercially reasonable efforts to prevent
the occurrence of any event that would cause a Registration Statement to contain a material misstatement or omission or to be not
effective and usable for resale of the Registrable Securities registered pursuant thereto (during the period that such Registration
Statement is required to be effective as provided under Section 2(a)), and (iv) cause each Registration Statement
and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement, amendment
or supplement, (x) to comply in all material respects with any requirements of the Securities Act and the rules and regulations
of the Commission and (y) not to contain any 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 (provided, however, the Company shall
have no liability for any information furnished in writing by or on behalf of the Holder to the Company specifically for inclusion
in (including by incorporation by reference) any such Registration Statement that has not been corrected in a subsequent writing
to the Company prior to the filing or other disclosure of such information). The Company will, (1) at least three (3) Business
Days prior to the anticipated filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto
(including any documents incorporated by reference therein), furnish to the Holder and its counsel copies of all such documents
proposed to be filed and make such representatives of the Company as shall be reasonably requested by the Holder available for
discussion of such documents, (2) use its commercially reasonable efforts to address in each such document prior to being
so filed with the Commission such comments as the Holder or its counsel reasonably shall propose within two (2) Business Days
of receipt of such copies by the Holder and (3) not file any Registration Statement or any related Prospectus or any amendment
or supplement thereto containing information regarding the Holder to which the Holder objects, unless such information is required
to comply with any applicable law or regulation.


 






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(b)               
The Company will as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including
post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as (A) may
be reasonably requested by the Holder of Registrable Securities covered by such Registration Statement necessary to permit the
Holder to sell in accordance with its intended method of distribution or (B) may be necessary under applicable law to keep
such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby
for the period provided under Section 2(a) in accordance with the intended method of distribution and, subject to the
limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in order
to register for resale under the Securities Act all of the Registrable Securities held by the Holder, (ii) cause the related
Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended, to be filed
pursuant to Rule 424, (iii) respond to any comments received from the Commission with respect to each Registration Statement
or Prospectus or any amendment thereto, and (iv) as promptly as reasonably practicable, provide the Holder true and complete
copies of all correspondence from and to the Commission relating to such Registration Statement or Prospectus other than any comments
that the Company determines in good faith would result in the disclosure to the Holder of material non-public information concerning
the Company that is not already in the possession of the Holder.


 


(c)               
The Company will comply in all material respects with the provisions of the Securities Act and the Exchange Act (including Regulation
M under the Exchange Act) with respect to each Registration Statement and the disposition of all Registrable Securities covered
by each Registration Statement.


 


(d)               
The Company will notify the Holder as promptly as reasonably practicable: (i)(A) when a Registration Statement, any pre-effective
amendment, any Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement is proposed to be
filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement
and whenever the Commission comments on such Registration Statement (in which case the Company shall provide true and complete
copies thereof and all written responses thereto to the Holder and its counsel, other than information which the Company determines
in good faith would constitute material non-public information that is not already in the possession of the Holder); and (C) with
respect to each Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of
any request by the Commission or any other federal or state governmental or regulatory authority for amendments or supplements
to a Registration Statement or Prospectus or for additional information (whether before or after the effective date of the Registration
Statement) or any other correspondence with the Commission or any such authority relating to, or which may affect, the Registration
Statement; (iii) of the issuance by the Commission or any other governmental or regulatory authority of any stop order, injunction
or other order or requirement suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or preventing or suspending the use of any Prospectus or the initiation or threatening of any Proceedings for such purpose; (iv) of
the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; or (v) of the occurrence of any event that makes any statement made in such Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or if, as a result
of such event or the passage of time, such Registration Statement, Prospectus or other documents requires revisions so that, in
the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case
of the Prospectus, in light of the circumstances under which they were made) not misleading, or if, for any other reason, it shall
be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the
Securities Act, which shall correct such misstatement or omission or effect such compliance.


 






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(e)               
The Company will use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any
stop order or other order suspending the effectiveness of a Registration Statement, or preventing or suspending the use of any
Prospectus, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities
for sale in any jurisdiction, as soon as reasonable practicable, or if any such order or suspension is made effective during any
Suspension Period, as soon as reasonable practicable after the Suspension Period is over.


 


(f)                
During the Shelf Period, the Company will furnish to the Holder and its counsel upon their request, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by the Holder
or its counsel (including those incorporated by reference) promptly after the filing of such documents with the Commission.


 


(g)               
The Company will promptly deliver to the Holder and its counsel as many copies of each Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as the Holder or its counsel may reasonably request in order to facilitate
the disposition of the Registrable Securities by the Holder. The Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by the Holder in connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto, so long as the same are used in compliance with the Securities Act and
all other applicable laws and regulations.


 


(h)               
To the extent that the Company has certificated shares of Company Common Stock, the Company will cooperate with the Holder to facilitate
the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant
to a Registration Statement, which certificates shall be free of all restrictive legends indicating that the Registrable Securities
are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable
such Registrable Securities to be in such denominations and registered in such names as the Holder may request in writing. In connection
therewith, if required by the Company’s transfer agent, the Company will promptly, after the effective date of the Registration
Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained
with such transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which
authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder of
such Registrable Securities pursuant to the Registration Statement.


 


(i)                
Upon the occurrence of any event contemplated by Section 3(d)(v), as promptly as reasonably practicable, the Company
will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration
Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, such
that the Holder can resume disposition of such Registrable Securities covered by such Registration Statement or Prospectus.


 






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(j)                
The Company will use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission,
the Trading Market and FINRA.


 


(k)               
The Holder agrees by its acquisition of Registrable Securities that, upon receipt of a notice from the Company of the occurrence
of any event of the kind described in clauses (ii) through (v) of Section 3(d) or the occurrence of a Suspension
Period, the Holder will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement
until the Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement or until it is
advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies
of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.  In the event the Company shall give any such notice, the period during which the applicable Registration
Statement is required to be maintained effective shall be extended by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Holder either receives the copies of the supplemented Prospectus
or amended Registration Statement or is advised in writing by the Company that the use of the Prospectus may be resumed.


 


(l)                
If such Registrable Securities are to be sold by any method or in any transaction other than on a national securities exchange
or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, the Holder shall
notify the Company at least five Business Days prior to the date on which the Holder first offers to sell any such Registrable
Securities.


 


4.                  
Registration Expenses. All Registration Expenses incurred in connection with any registration, qualification, exemption
or compliance pursuant to Section 2.1(a) hereof shall be borne by the Company.


 


5.                  
Indemnification.


 


(a)               
The Company shall indemnify and hold harmless the Holder, its partners, stockholders, equity holders, general partners, managers,
members, and Affiliates and each of their respective officers and directors and any Person who controls the Holder (within the
meaning of the Securities Act or the Exchange Act) and any employee or Representative thereof (collectively, each, an “Company
Indemnified Person” and collectively, “Company Indemnified Persons”), to the fullest extent permitted
by law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs
of preparation and reasonable attorneys’, accountants’ and experts’ fees) and expenses, judgments, fines, penalties,
interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any Company Indemnified Person may be involved, or is threatened to be involved,
as a party or otherwise, under the Securities Act, the Exchange Act or otherwise (collectively, “Losses”), as
incurred, arising out of, based upon, resulting from or relating to (i) any untrue or alleged untrue statement of a material
fact contained in any Registration Statement under which any Registrable Securities were registered, Prospectus (including in any
preliminary prospectus (if used prior to the effective date of such Registration Statement)), or in any summary or final prospectus
or in any amendment or supplement thereto or in any documents incorporated or deemed incorporated by reference in any of the foregoing
or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading,
or (iii) any violation or alleged violation by the Company or any of its Subsidiaries of the Securities Act, the Exchange Act,
any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal, state,
foreign or common law rule or regulation in connection with such Registration Statement, disclosure document or related document
or report or any offering covered by such Registration Statement, and the Company shall reimburse such Company Indemnified Person
for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such Loss,
claim, damage, liability, demand, action, suit or proceeding; provided, however, that the Company shall not be liable to
any Company Indemnified Person to the extent that any such Losses arise out of, are based upon or results from an untrue or alleged
untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus
or such amendment or supplement, or other disclosure document, in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Company Indemnified Person specifically for use therein.


 






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(b)               
In connection with any Registration Statement filed by the Company pursuant to Section 2(a) hereof in which the Holder
has registered for sale its Registrable Securities, the Holder agrees to indemnify and hold harmless, to the fullest extent permitted
by law, the Company, its directors and officers, employees, agents and each Person who controls the Company (within the meaning
of the Securities Act or the Exchange Act) (collectively, “Holder Indemnified Persons”, and together with the
Company Indemnified Persons, each an “Indemnified Person”, and collectively, the “Indemnified Persons”)
from and against any Losses resulting from (i) any untrue or alleged untrue statement of a material fact contained in any
Registration Statement under which such Registrable Securities were registered or sold under the Securities Act, Prospectus (including
in any preliminary prospectus (if used prior to the effective date of such Registration Statement)), or in any summary or final
prospectus or in any amendment or supplement thereto or in any documents incorporated by reference in any of the foregoing, (ii) any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or (iii) any
violation or alleged violation by the Holder of any federal, state or common law rule or regulation relating to action or inaction
in connection with any information provided by the Holder in such registration, disclosure document or related document or report
in the case of clauses (i) and (ii) to the extent, but only to the extent, that such untrue statement or omission occurs in reliance
upon and in conformity with any information furnished in writing by or on behalf of the Holder specifically for inclusion in such
registration, disclosure document or related document or report and has not been corrected in a subsequent writing prior to the
sale of the Registrable Securities thereunder, and the Holder will reimburse the Company for any legal or other expenses reasonably
incurred by it in connection with investigating or defending such Losses. In no event shall the liability of the Holder hereunder
be greater in amount than the dollar amount of the net proceeds received by the Holder under the sale of Registrable Securities
giving rise to such indemnification obligation.


 


(c)               
Any Indemnified Person under paragraph (a) or (b) of this Section 5 shall (i) give prompt written notice to the indemnifying
person under paragraph (a) or (b) of this Section 5 of any claim with respect to which it seeks indemnification (provided
that any delay or failure to so notify the indemnifying person shall not relieve the indemnifying party of its obligations hereunder
except to the extent, if at all, that the indemnifying person’s ability to defend such claim (through the forfeiture of substantive
rights or defenses) is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying
person to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Person; provided, however,
that any Indemnified Person shall have the right to select and employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (A) the indemnifying
person has agreed in writing to pay such fees or expenses, (B) the Indemnified Person has reasonably concluded (based upon
advice of its counsel) that there may be legal defenses available to it or other Indemnified Persons that are different from or
in addition to those available to the indemnifying person, or (C) in the reasonable judgment of any such Indemnified Person
(based upon advice of its counsel) a conflict of interest may exist between such Indemnified Person and the indemnifying person
with respect to such claims (in which case, if the Indemnified Person notifies the indemnifying person in writing that such Indemnified
Person elects to employ separate counsel at the expense of the indemnifying person, the indemnifying person shall not have the
right to assume the defense of such claim on behalf of such Indemnified Person). If any action is settled or if there be a final
judgment for the plaintiff, the indemnifying person agrees to indemnify each Indemnified Person from and against any Losses by
reason of such settlement or judgment. No action may be settled without the written consent of the Indemnified Person (which consent
shall not be unreasonably withheld, delayed or conditioned), provided that the consent of the Indemnified Person shall not
be required if (A) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory
to such Indemnified Person from all liability on the claims that are the subject matter of such settlement; (B) such settlement
provides for the payment by the indemnifying person of money as the sole relief for such action and (C) such settlement does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
It is understood that the indemnifying person or persons shall not, except as specifically set forth in this Section 5(c),
in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements
or other charges of more than one separate firm (in addition to any local counsel that is required to effectively defend against
any such proceeding) for all Indemnified Persons and that all such fees and expenses shall be paid or reimbursed promptly.


 






    	 	-10-	 



     


    

 


(d)               
If the indemnification provided for in this Section 5 is held by a court of a competent jurisdiction to be unavailable
to an Indemnified Person with respect to any loss, damage, claim or liability, the indemnifying party, in lieu of indemnifying
such Indemnified Person thereunder, shall to the extent permitted by law, contribute to the amount paid or payable by such Indemnified
Person as a result of such loss, damage, claim or liability in such proportion as is appropriate to reflect the relative fault
of the indemnifying party on the one hand and of the Indemnified Person on the other in connection with the actions that resulted
in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying
person and of the Indemnified Person shall be determined by a court of law by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the
indemnifying person or Indemnified Person and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Parties agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding sentences. Notwithstanding the provisions of this Section 5(d),
the Holder shall not be required to contribute any amount in excess of the net proceeds (after deducting the underwriters’
discounts and commissions) received by it in the offering. 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.


 


(e)               
The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any Indemnified Person at law or in equity. The obligations of the Company and the Holder under this
Section 5 shall survive completion of any offering of Registrable Securities pursuant to a Registration Statement and
the termination of this Agreement.


 


6.                  
Facilitation of Sales Pursuant to Rule 144. The Company shall use its commercially reasonable efforts to timely file
the reports required to be filed by it under the Exchange Act or the Securities Act and the rules adopted by the Commission thereunder
(including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144),
all to the extent required from time to time to enable the Holder to sell Registrable Securities without registration under the
Securities Act within the limitations of the exemption provided by Rule 144. Upon the written request of the Holder in connection
with that Holder’s sale pursuant to Rule 144, the Company shall deliver to the Holder a written statement as to whether
it has complied with such requirements.


 






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7.                  
Miscellaneous.


 


(a)               
Remedies. In the event of a breach by the Company or the Holder of any of its obligations under this Agreement, any Party,
in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will
be entitled to specific performance of its rights under this Agreement. The Parties agree that monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further
agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy
at law would be adequate and shall waive any requirement for the posting of a bond. No failure or delay by any Person in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.


 


(b)               
Amendment; Modification; Waivers. This Agreement may be amended or waived if, and only if, such amendment or waiver is in
writing and signed by the Company and the Holder, which writing shall specifically reference this Agreement, specify the provision(s)
hereof that it is intended to amend or waive and further specify that it is intended to amend or waive such provision(s).


 


(c)               
Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) upon
delivery, if served by personal delivery upon the Person for whom it is intended, (b) on the third Business Day after the
date mailed if delivered by registered or certified mail, return receipt requested, postage prepaid, (c) on the following
Business Day if delivered by a nationally-recognized, overnight courier or (d) when delivered or, if sent after the Close
of Business, on the following Business Day if sent by email with electronic confirmation, in each case, to the address set forth
on the signature page of this Agreement or to such other address as may be designated in writing, in the same manner, by such Person.


 


(d)               
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts
of laws. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties:
(a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Delaware Chancery Court
or, to the extent such court does not have subject matter jurisdiction, the United States District Court sitting in the State of
Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance
with clause (a) of this Section 7(d); (c) waives any objection to laying venue in any such action or proceeding in
such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party hereto;
and (e) irrevocably and unconditionally waives the right to trial by jury.


 


(e)               
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective
heirs, executors, administrators, successors, legal representatives, and permitted assigns. The holder may assign its rights under
this Agreement to the Approved Transferees or any third party who acquires all or a portion of the Registrable Securities.


 






    	 	-12-	 



     


    

 


(f)                
Waiver of Venue. The Parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, (i) any
objection that they may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to
this Agreement in any court referred to in Section 7(d) and (ii) the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 


(g)               
Waiver of Trial by Jury. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PERSON HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PERSON MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) SUCH PERSON UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PERSON MAKES THIS
WAIVER VOLUNTARILY, AND (iv) SUCH PERSON HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH ANCILLARY AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


(h)               
Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision
hereof shall not affect the validity or enforceability of any other provision. Whenever possible, each provision or portion of
any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a
suitable and equitable provision shall be substituted therefor to carry out, so far as may be valid and enforceable, the intent
and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity
or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction;
provided, that, if any one or more of the provisions contained in this Agreement shall be determined to be excessively broad
as to activity, subject, duration or geographic scope, it shall be reformed by limiting and reducing it to the minimum extent necessary,
so as to be enforceable under applicable law.


 


(i)                
Business Days. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be a day other than a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


(j)                
Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof
and supersedes all prior contracts or agreements with respect to the subject matter hereof and supersedes any and all prior or
contemporaneous discussions, agreements and understandings, whether oral or written, that may have been made or entered into by
or among any of the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.


 


(k)               
Execution of Agreement. This Agreement may be executed and delivered (by facsimile, by electronic mail in Adobe Portable
Document Format (.pdf) or otherwise) in any number of counterparts, each of which, when executed and delivered, shall be deemed
an original, and all of which together shall constitute the same agreement.


 






    	 	-13-	 



     


    

 


(l)                
Determination of Ownership. In determining ownership of Company Common Stock hereunder for any purpose, the Company may
rely solely on the records of the transfer agent for the Company Common Stock from time to time, or, if no such transfer agent
exists, the Company’s stock ledger.


 


(m)             
No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, each Party covenants, agrees and
acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement
shall be had against any of the Company’s or the Holder’s former, current or future direct or indirect equity holders,
controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources, managers, general
or limited partners or assignees (each, a “Related Person” and collectively, the “Related Persons”),
in each case other than the Company, the Holder or any of their respective permitted assigns under this Agreement, whether by the
enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed
and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related
Persons, as such, for any obligation or liability of the Company or the Holder under this Agreement or any documents or instruments
delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their
creation; provided, however, nothing in this Section 7(m) shall relieve or otherwise limit the liability
of the Company or the Holder, as such, for any breach or violation of its obligations under this Agreement or such agreements,
documents or instruments.


 


(n)               
Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than
a Party and its successors and permitted assigns any rights, benefits or remedies of any nature whatsoever.


 


(o)               
Headings; Section References; Signatories. All heading references contained in this Agreement are for convenience purposes
only and shall not be deemed to limit or affect any of the provisions of this Agreement.


 


 


[Signature Pages Follow]


 


 


 


 


 




    	 	-14-	 



     


    


 


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


 





	 	ARMATA PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Todd R. Patrick



 


	 	Name: 	Todd R. Patrick
	 	Title: 	Chief Executive Officer
	 	 	 
	 	 	Address: 
	 	 	4503 Glencoe Avenue  
	 	 	Marina del Rey, California 90292
	 	 	 


 







 




    [Signature Page to Registration Rights Agreement]


     


    


 


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


 


 





	 	INNOVIVA, INC.
	 	 
	 	 
	 	By:	/s/
Geoffrey Hulme


 


	 	Name: 	Geoffrey Hulme
	 	Title: 	Interim Principal Executive Officer
	 	 	 
	 	 	Address: 
	 	 	1305 Old Bayshore Highway Suite 400
	 	 	Burlingame, CA 94010
	 	 	 


 


 




 






    [Signature Page to Registration Rights Agreement]