Exhibit
10.42


 


Execution Copy


 


ALLOS THERAPEUTICS, INC.


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT, dated as of March 4, 2005, among the investors listed on
Schedule I hereto (the “Investors”) and Allos Therapeutics, Inc., a
Delaware corporation (the “Company”).


 


R
E C I T A L S


 


WHEREAS, the Investors have,
pursuant to the terms of the Securities Purchase Agreement, dated as of
March 2, 2005, by and among the Company and the Investors (the “Purchase
Agreement”), agreed to purchase shares of Series A Exchangeable Preferred
Stock, par value $0.001 per share, of the Company (the “Exchangeable
Preferred Stock”); and


 


WHEREAS, the shares of
Exchangeable Preferred Stock are, under certain conditions, exchangeable into
shares of common stock, par value $0.001 per share of the Company (the “Common
Stock”); and


 


WHEREAS, the Company has
agreed, as a condition precedent to the Investors’ obligations under the
Purchase Agreement, to grant the Investors certain registration rights; and


 


WHEREAS, the Company and the
Investors desire to define the registration rights of the Investors on the
terms and subject to the conditions herein set forth.


 


NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the parties hereby agree as follows:


 


SECTION 1. 
DEFINITIONS


 


As used in this Agreement,
the following terms have the respective meanings set forth below:


 


Agreement: 
shall mean this Registration Rights Agreement among the Investors and
the Company;


 


Commission: 
shall mean the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act;


 


Exchange Act: 
shall mean the Securities Exchange Act of 1934, as amended;


 


Holder: 
shall mean any Investor who is a holder of Registrable Securities or any
assignee of record of such Registrable Securities in accordance with the terms
hereof;


 






















 


Initiating Holder: 
shall mean Warburg Pincus Private Equity VIII, L.P.;


 


Person: 
shall mean an individual, partnership, joint-stock company, corporation,
trust or unincorporated organization, and a government or agency or political
subdivision thereof;


 


Register, Registered and Registration:  shall mean a registration effected by
preparing and filing a registration statement in compliance with the Securities
Act (and any post-effective amendments filed or required to be filed) and the
declaration or ordering of effectiveness of such registration statement;


 


Registrable Securities: 
shall mean (A) shares of Common Stock issuable upon exchange of the
shares of Exchangeable Preferred Stock purchased by the Investors pursuant to
the Securities Purchase Agreement, (B) any other shares of Common Stock
acquired by the Investors and (C) any stock of the Company issued as a dividend
or other distribution with respect to, or in exchange for or in replacement of,
the shares of Exchangeable Preferred Stock or Common Stock referred to in
clause (A) or (B); provided, however,  that notwithstanding the foregoing, Registrable
Securities shall not include any securities (i) sold by a Holder to the public
either pursuant to a registration statement or Rule 144, or (ii) sold in a
private transaction in which the transferor’s rights under Section 2
hereof are not assigned in accordance with the terms of this Agreement.


 


Registration Expenses: 
shall mean all expenses incurred by the Company in compliance with
Section 2(a), (b) and (c) hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, fees and expenses of one counsel for all the Holders
in an amount not to exceed $15,000, blue sky fees and expenses and the expense
of any special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company, which shall be
paid in any event by the Company);


 


security, securities: 
shall have the meaning set forth in Section 2(1) of the Securities
Act;


 


Securities Act: 
shall mean the Securities Act of 1933, as amended; and


 


Selling Expenses: 
shall mean all underwriting discounts and selling commissions applicable
to the sale of Registrable Securities and all fees and disbursements of counsel
for each of the Holders other than fees and expenses of one counsel for all the
Holders in an amount not to exceed $15,000.


 


SECTION 2.  REGISTRATION RIGHTS


 


(a)                                  Requested Registration.


 


(i)                                     Request for Registration. 
Subject to the conditions of this Section 2(a), if the Company
shall receive from the Initiating Holder, at any time on or after the second


 


2






















 


anniversary
of the date hereof, a written request that the Company effect any registration
with respect to all or a part of the Registrable Securities, the Company will:


 


(1)                                  promptly give written notice of the proposed
registration, qualification or compliance to all other Holders; and


 


(2)                                  subject to the limitations of this
Section 2(a), as soon as practicable, use its commercially reasonable
efforts to effect such registration (including, without limitation, the
execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities Act)
as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities of any Holder or Holders joining in such request as are specified in
a written request received by the Company within ten (10) business days after
written notice from the Company is given under Section 2(a)(i)(1) above; provided
that the Company shall not be obligated to effect, or take any action to
effect, any such registration pursuant to this Section 2(a):


 


(A)                              In any particular jurisdiction in which the
Company would be required to qualify to do business or execute a general
consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act or applicable
rules or regulations thereunder;


 


(B)                                After the Company has effected one (1) such
registration pursuant to this Section 2(a) and such registration has been
declared or ordered effective;


 


(C)                                If the Registrable Securities requested by
all Holders to be registered pursuant to such request do not have an
anticipated aggregate public offering price (before any underwriting discounts
and commissions) of not less than $7,500,000;


 


(D)                               if within thirty (30) days of receipt of a
written request from the Initiating Holder pursuant to Section 2(a), the
Company gives notice to the Holders of the Company’s intention to file a
registration statement for a public offering within sixty (60) days, other than
pursuant to (i) a registration statement relating to any employee benefit plan
or (ii) with respect to any corporate reorganization or transaction under
Rule 145 of the Securities Act, including any registration statements
related to the issuance or resale of securities issued in such a transaction or
(iii) a registration related to stock issued upon conversion of debt securities
(each a “Special Registration Statement”);


 


3






















 


(E)                                 if the Initiating Holders propose to dispose
of shares of Registrable Securities that may be immediately registered on
Form S-3 pursuant to a request made pursuant to Section 2(c) below;
or


 


(F)                                 If the Board of Directors, in its good faith
judgment, determines that any registration of Registrable Securities requested
pursuant to this Section 2(a) (a “Requested Registration”) should
not be made or continued because it would interfere with any material
financing, acquisition, corporate reorganization or merger or other material
transaction involving the Company (a “Valid Business Reason”), the
Company may (x) postpone filing a registration statement relating to a Requested
Registration until such Valid Business Reason no longer exists, but in no event
for more than ninety (90) days, and (y) in case a registration statement has
been filed relating to a Request Registration, if the Valid Business Reason has
not resulted from actions taken by the Company, the Company may cause such
registration statement to be withdrawn and its effectiveness terminated or may
postpone amending or supplementing such registration statement (so long as the
Initiating Holders shall have the rights set forth in this Section 2(a)
within ninety (90) days of any such event). 
The Company shall give written notice of its determination to postpone
or withdraw a registration statement (provided that the Company shall not
disclose any information that could be deemed material non-public information
to any holder of Registrable Securities that are included in a registration
statement that is subject to such postponement or withdrawal) and of the fact
that the Valid Business Reason for such postponement or withdrawal no longer
exists, in each case, promptly after the occurrence thereof.  Notwithstanding anything to the contrary
contained herein, the Company may not postpone or withdraw a filing due to a
Valid Business Reason more than once in any twelve (12) month period.  In addition, the Company shall not be
required to effect any registration pursuant to Section 2(a), within
ninety (90) days after the effective date of any other Registration Statement
of the Company if the Registration Statement was not for the account of the
Initiating Holders but the Initiating Holders had the opportunity to include at
least two-thirds  of the Registrable Securities they
requested to include in such registration pursuant to Section 2(b).


 


The registration statement
filed pursuant to the request of the Initiating Holders may, subject to the
provisions of Section 2(a)(ii) below, include other securities of the
Company which are held by Persons who, by virtue of agreements with the
Company, are entitled to include their securities in any such registration (“Other
Stockholders”).  In the event any
Holder requests a registration pursuant to this Section 2(a) in connection
with a distribution of Registrable Securities to its partners, the registration
shall provide for the resale by such partners, if requested by such Holder.


 


4






















 


The registration rights set
forth in this Section 2 may be assigned, in whole or in part, to any
transferee of Registrable Securities (who shall be bound by all obligations of
this Agreement) that (a) is a subsidiary, parent, general partner, limited
partner, retired partner, member or retired member, of a Holder that is a
corporation, partnership or limited liability company, (b) is a Holder’s family
member or trust for the benefit of an individual Holder, or (c) acquires at
least five hundred thousand (500,000)
shares of Registrable Securities (as adjusted for stock splits and
combinations); or (d) is an entity affiliated by common control with such
Holder; provided, however,  (i) the transferor shall, within
ten (10) days after such transfer, furnish to the Company written notice of the
name and address of such transferee or assignee and the securities with respect
to which such registration rights are being assigned and (ii) such transferee
shall agree to be subject to all restrictions set forth in this Agreement.


 


(ii)                                  Underwriting.  If
the Initiating Holders intend to distribute the Registrable Securities covered
by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to Section 2(a)(i).


 


If Other Stockholders
request inclusion of their securities in the underwriting, the Holders shall
offer to include the securities of such Other Stockholders in the underwriting
and may condition such offer on their acceptance of the further applicable
provisions of this Section 2.  The
Holders whose shares are to be included in such registration and the Company
shall (together with all Other Stockholders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for such underwriting by the Initiating Holders and reasonably acceptable
to the Company; provided, however, that such underwriting
agreement shall not provide for indemnification or contribution obligations on
the part of the Holders materially greater than the obligations of the Holders
under Section (f)(ii).  Notwithstanding
any other provision of this Section 2(a), if the representative advises
the Holders in writing that marketing factors require a limitation on the
number of shares to be underwritten, the securities of the Company held by
Other Stockholders shall be excluded from such registration to the extent so
required by such limitation.  If, after
the exclusion of such shares, further reductions are still required, the number
of shares included in the registration by each Holder shall be reduced on a pro
rata basis (based on the number of shares held by such Holder), by such minimum
number of shares as is necessary to comply with such request.  No Registrable Securities or any other
securities excluded from the underwriting by reason of the underwriter’s
marketing limitation shall be included in such registration.  If any Other Stockholder who has requested
inclusion in such registration as provided above disapproves of the terms of
the underwriting, such Person may elect to withdraw therefrom by written notice
to the Company, the underwriter and the Initiating Holders.  The securities so withdrawn shall also be
withdrawn from registration.  If the
underwriter has not limited the number of Registrable Securities or other
securities to be underwritten, the Company and officers and directors of the
Company may include its or their securities for its or their own account in
such registration if the representative so agrees and if the number of
Registrable Securities and other securities which would otherwise have been included
in such registration and underwriting will not thereby be limited.


 


5






















 


(b)                                 Company Registration.


 


(i)                                     If at any time on or after the second
anniversary of the date hereof, the Company shall determine to register any of
its equity securities either for its own account or for the account of Other
Stockholders, other than a registration relating solely to employee benefit
plans, or a registration relating solely to a Rule 145 transaction under the
Securities Act, or a registration on any registration form which does not
permit secondary sales or does not include substantially the same information
as would be required to be included in a registration statement covering the
sale of Registrable Securities, the Company will:


 


(1)                                  promptly give to each of the Holders a
written notice thereof (which shall include a list of the jurisdictions in
which the Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and


 


(2)                                  include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made by the Holders within fifteen (15) days after receipt of the
written notice from the Company described in clause (1) above, except as set
forth in Section 2(b)(ii) below. 
Such written request may specify all or a part of the Holders’
Registrable Securities and shall describe the intended method of disposition of
the Registrable Securities by such Holders. 
In the event any Holder requests inclusion in a registration pursuant to
this Section 2(b) in connection with a distribution of Registrable
Securities to its partners, the registration shall provide for the resale by
such partners, if requested by such Holder.


 


(ii)                                  Underwriting.  If
the registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise each of the
Holders as a part of the written notice given pursuant to
Section 2(b)(i)(1) above.  In such
event, the right of each of the Holders to registration pursuant to this
Section 2(b) shall be conditioned upon such Holders’ participation in such
underwriting and the inclusion of such Holders’ Registrable Securities in the
underwriting to the extent provided herein. 
The Holders whose shares are to be included in such registration shall
(together with the Company and the Other Stockholders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for underwriting by the Company; provided, however, that
such underwriting agreement shall not provide for indemnification or
contribution obligations on the part of the Holders materially greater than the
obligations of the Holders under Section f(ii).  Notwithstanding any other provision of this Section 2(b), if
the representative determines that marketing factors require a limitation on
the number of shares to be underwritten, the representative may (subject to the
allocation priority set forth below) limit the number of Registrable Securities
to be included in the registration and underwriting to not less than twenty
five percent (25%) of the shares included therein (based on the number of
shares).  The Company shall so advise
all holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and
underwriting shall be allocated in the following manner:  the securities of the Company held by
officers, directors and Other Stockholders of the Company (other than
Registrable


 


6






















 


Securities
and other than securities held by holders who by contractual right demanded
such registration (“Demanding Holders”)) shall be excluded from such
registration and underwriting to the extent required by such limitation, and,
if a limitation on the number of shares is still required, the number of shares
that may be included in the registration and underwriting by each of the
Holders and Demanding Holders shall be reduced, on a pro rata basis (based on
the number of shares held by such holder), by such minimum number of shares as
is necessary to comply with such limitation. 
If any of the Holders or any officer, director or Other Stockholder
disapproves of the terms of any such underwriting, he may elect to withdraw
therefrom by written notice to the Company and the underwriter, delivered at
least five (5) business days prior to the effective date of the registration
statement.  Any Registrable Securities
or other securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.


 


(iii)                               Right to Terminate Registration.  The
Company shall have the right to terminate or withdraw any registration
initiated by it under this Section 2(b) whether or not any Holder has
elected to include securities in such registration , and shall promptly notify
any Holder that has elected to include shares in such registration of such
termination or withdrawal.  The
Registration Expenses of such withdrawn registration shall be borne by the
Company in accordance with Section 2(d) hereof.


 


(c)                                  Form S-3.  The Company shall use
commercially reasonable efforts to maintain its qualification for registration
on Form S-3 for secondary sales.  The
Initiating Holder shall, at any time on or after the second anniversary of the
date hereof, have the right to collectively request two (2) registrations on
Form S-3 (such requests shall be in writing and shall state the number of
shares of Registrable Securities to be disposed of and the intended method of
disposition of shares by such holders), provided that the Company shall
not be obligated to effect, or take any action to effect, any such registration
pursuant to this Section 2(c):


 


(i)                                     Unless the Initiating Holder or Holders
requesting registration propose to dispose of shares of Registrable Securities
having an aggregate price to the public (before deduction of Selling Expenses)
of more than $2,000,000;


 


(ii)                                  In any particular jurisdiction in which the
Company would be required to qualify to do business or execute a general
consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act or applicable
rules or regulations thereunder;


 


(iii)                               if within thirty (30) days of receipt of a
written request from  any Holder or
Holders pursuant to this Section 2(c), the Company gives notice to such
Holder or Holders of the Company’s intention to make  a public offering within
sixty (60) days, other than pursuant to a Special Registration Statement;


 


(iv)                              If the Board of
Directors, in its good faith judgment, determines that any registration of
Registrable Securities pursuant to this Section 2(c) (an “S-3
Registration”) should not be made or continued because of a Valid Business
Reason, the Company may


 


7






















 


(x) postpone filing a registration statement
relating to a S-3 Registration until such Valid Business Reason no longer
exists, but in no event for more than ninety (90) days, and (y) in case a
registration statement has been filed relating to a S-3 Registration, if the Company reasonably believes that there
is or may be in existence material nonpublic information or events involving
the Company, the failure of which to be disclosed in the prospectus included in
the registration statement could result in a Violation (as defined below), the Company may cause such registration
statement to be withdrawn and its effectiveness terminated or may postpone
amending or supplementing such registration statement (so long as the Holders
shall have the rights set forth in this Section 2(c) within ninety (90)
days of any such event).  The Company
shall give written notice of its determination to postpone or withdraw a
registration statement (provided that the Company shall not disclose any
information that could be deemed material non-public information to any holder
of Registrable Securities that are included in a registration statement that is
subject to such postponement or withdrawal) and of the fact that the Valid
Business Reason for such postponement or withdrawal no longer exists, in each
case, promptly after the occurrence thereof. 
Notwithstanding anything to the contrary contained herein, the Company
may not postpone or withdraw a filing due to a Valid Business Reason more than
once in any twelve (12) month period. 
In addition, the Company shall not be required to effect any
registration pursuant to Section 2(c), (i) within ninety (90) days after
the effective date of any other Registration Statement of the Company if the
Registration Statement was not for the account of the Holders but the Holders
had the opportunity to include at least two-thirds of the Registrable
Securities they requested to include in such registration or (ii) if Form S-3
(or any successor form then in effect) is not available for such offering by
the Holders.


 


The Company shall give
written notice to all Holders of the receipt of a request for registration
pursuant to this Section 2(c) and shall provide a reasonable opportunity
for other Holders to participate in the registration, provided that if
the registration is for an underwritten offering, the terms of
Section 2(a)(ii) above shall apply to all participants in such
offering.  Subject to the foregoing, the
Company will use commercially reasonable efforts to effect promptly the
registration of all shares of Registrable Securities on Form S-3 to the extent
requested by the Holder or Holders thereof for purposes of disposition.  In the event any Holder requests a
registration pursuant to this Section 2(c) in connection with a
distribution of Registrable Securities to its partners, the registration shall
provide for the resale by such partners, if requested by such Holder.


 


(d)                                 Expenses of Registration.  All
Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to this Section 2 shall be borne by
the Company, and all Selling Expenses shall be borne by the Holders of the
securities so registered pro rata on the basis of the number of their shares so
registered.  The Company shall not,
however, be required to pay for expenses of any registration proceeding begun
pursuant to Section 2(a) or 2(c), the request of which has been
subsequently withdrawn by the Initiating Holder unless (a) the withdrawal
is based upon material adverse information concerning the Company of which the
Initiating Holder was not aware at the time of such request or (b) the
Holders of a majority of Registrable Securities agree to deem such registration
to have been effected as of the date of such withdrawal for purposes of
determining whether the


 


8






















 


Company shall be obligated pursuant to
Section 2(a) or 2(c), as applicable, to undertake any subsequent registration,
in which event such right shall be forfeited by all Holders).  If the Holders are required to pay the
Registration Expenses, such expenses shall be borne by the holders of
securities (including Registrable Securities) requesting such registration in
proportion to the number of shares for which registration was requested.  If the Company is required to pay the
Registration Expenses of a withdrawn offering pursuant to clause (a)
above, then such registration shall not be deemed to have been effected for
purposes of determining whether the Company shall be obligated pursuant to
Section 2(a) or 2(c), as applicable, to undertake any subsequent
registration.


 


(e)                                  Registration Procedures.  In
the case of each registration effected by the Company pursuant to this
Section 2, the Company will keep the Holders, as applicable, advised in
writing as to the initiation of each registration and as to the completion
thereof.  At its expense, the Company
will:


 


(i)                                     keep such registration effective for a period
of sixty (60) days or until the Holders (or in the case of a distribution to
the partners of such Holder, such partners), as applicable, have completed the
distribution described in the registration statement relating thereto,
whichever first occurs; provided, however, that (1) such sixty
(60)-day period shall be extended for a period of time equal to the period
during which the Holders or partners, as applicable, prohibited from selling
any securities included in such registration due to any suspension of effectiveness
provided for in accordance with the provisions in Sections 2(a)(i)(2)(F)
or  2(c)(iv) hereof; and (2) in the case
of any registration of Registrable Securities on Form S-3 which are intended to
be offered on a continuous or delayed basis, such sixty (60)-day period shall
be extended until all such Registrable Securities are sold, not to exceed two
(2) years or the period ending on the date on which all of the Registrable
Securities may be sold pursuant to Rule 144 (without giving effect to Rule 144(k)
thereof) of the Securities Act within ninety (90) days after such date,
provided that Rule 415, or any successor rule under the Securities Act, permits
an offering on a continuous or delayed basis, and provided further that
applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
which (y) includes any prospectus required by Section 10(a) of the
Securities Act or (z) reflects facts or events representing a material or
fundamental change in the information set forth in the registration statement,
the incorporation by reference of information required to be included in (y)
and (z) above to be contained in periodic reports filed pursuant to
Section 12 or 15(d) of the Exchange Act in the registration statement;


 


(ii)                                  furnish such number of prospectuses and other
documents incident thereto as each of the Holders, as applicable, from time to
time may reasonably request;


 


(iii)                               notify each Holder of Registrable Securities
covered by such registration 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


 


9






















 


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; and


 


(iv)                              furnish, on the date that such Registrable
Securities are delivered to the underwriters for sale, if such securities are
being sold through underwriters or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (1) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the
Holders participating in such registration, addressed to the underwriters, if
any, and to the Holders participating in such registration and (2) a letter,
dated as of such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering and
reasonably satisfactory to a majority in interest of the Holders participating
in such registration, addressed to the underwriters, if any, and if permitted
by applicable accounting standards, to the Holders participating in such
registration.


 


(f)                                    Indemnification.


 


(i)                                     The Company will indemnify each of the
Holders, as applicable, each of its officers, directors and partners, and each
Person controlling each of the Holders, with respect to each registration which
has been effected pursuant to this Section 2, and each underwriter, if
any, and each person who controls any underwriter, 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 prospectus, offering circular or other document (including any related
registration statement, notification or the like) 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 the Securities Act or the Exchange Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, qualification
or compliance (collectively a “Violation”), and will reimburse each of
the Holders, each of its officers, directors and partners, and each Person
controlling each of the Holders, each such underwriter and each Person who
controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating and 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 or
expense arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by the Holders or underwriter
and stated to be specifically for use therein; provided, further, that the
indemnity agreement contained in this Section 2(f)(i) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company, which
consent shall not be unreasonably withheld.


 


10






















 


(ii)                                  Each of the Holders will, if Registrable
Securities held by it are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers and each underwriter, if any, of
the Company’s securities covered by such a registration statement, each person who
controls the Company or such underwriter, each Other Stockholder and each of
their officers, directors, and partners, and each person controlling such Other
Stockholder 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 made by such Holder,
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements by such Holder therein
not misleading, and will reimburse the Company and such Other Stockholders,
directors, officers, partners, persons, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with
investigating and 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, or
such violation is made, in reliance upon and in conformity with written
information furnished to the Company by such Holder and stated to be
specifically for use therein; provided, however, that the obligations of each
of the Holders hereunder shall be limited to an amount equal to the proceeds to
such Holder of securities sold as contemplated herein; provided further, that
the indemnity agreement contained in this Section 2(f)(ii) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Holder, which
consent shall not be unreasonably withheld.


 


(iii)                               Each party entitled to indemnification under
this Section 2(f) (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 any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and the
Indemnified Party may participate in such defense at such party’s expense
(unless the Indemnified Party shall have reasonably concluded that there may be
a conflict of interest between the Indemnifying Party and the Indemnified Party
in such action, in which case the fees and expenses of counsel shall be at the
expense of the Indemnifying Party), and provided further that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2(f) unless the
Indemnifying Party is materially prejudiced thereby.  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.  Each Indemnified Party
shall furnish such information regarding itself or the claim in


 


11






















 


question
as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with the defense of such claim and litigation
resulting therefrom.


 


(iv)                              If the indemnification provided for in this
Section 2(f) is held by a court of competent jurisdiction to be
unavailable to an Indemnified Party with respect to any loss, liability, claim,
damage or expense referred to herein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the Indemnified
Party on the other in connection with the statements or omissions which
resulted in such loss, liability, claim, damage or expense, as well as any
other relevant equitable considerations. 
The relative fault of the Indemnifying Party and of the Indemnified
Party 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 by the Indemnified Party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


(v)                                 Notwithstanding the foregoing, to the extent
that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with any underwritten public
offering contemplated by this Agreement are in conflict with the foregoing
provisions, the provisions in such underwriting agreement shall be controlling.


 


(vi)                              The foregoing indemnity agreement of the
Company and Holders is subject to the condition that, insofar as they relate to
any loss, claim, liability or damage arising out of a statement made in or
omitted from a preliminary prospectus but eliminated or remedied in the amended
prospectus on file with the Commission at the time the registration statement
in question becomes effective or the amended prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act (the “Final
Prospectus”), such indemnity or contribution agreement shall not inure to
the benefit of any underwriter or Holder if a copy of the Final Prospectus was
furnished to the underwriter and was not furnished to the Person asserting the
loss, liability, claim or damage at or prior to the time such action is
required by the Securities Act.


 


(g)                                 Information by the Holders.


 


(i)                                     Each of the Holders holding securities
included in any registration shall furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder as the
Company may reasonably request in writing and as shall be reasonably required
in connection with any registration, qualification or compliance referred to in
this Section 2.


 


12






















 


(ii)                                  In
the event that, either immediately prior to or subsequent to the effectiveness
of any registration statement, any Holder shall distribute Registrable
Securities to its partners, such Holder shall so advise the Company and provide
such information as shall be necessary to permit an amendment to such
registration statement to provide information with respect to such partners, as
selling security holders.  Promptly
following receipt of such information, the Company shall file an appropriate
amendment to such registration statement reflecting the information so
provided.  Any incremental expense to
the Company resulting from such amendment shall be borne by such Holder.


 


(h)                                 Rule 144 Reporting.


 


With a view to making
available the benefits of certain rules and regulations of the Commission which
may permit the sale of restricted securities to the public without
registration, the Company agrees to:


 


(i)                                     make and keep public information available as
those terms are understood and defined in Rule 144 under the Securities Act (“Rule
144”);


 


(ii)                                  use its best efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act at any time after it has
become subject to such reporting requirements; and


 


(iii)                               so long as a Holder owns any Registrable
Securities, furnish to such Holder upon request, a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 and of
the Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities
without registration.


 


(i)                                     Termination.  The registration rights set
forth in this Section 2 shall not be available to any Holder if, (i) in
the opinion of counsel to the Company, all of the Registrable Securities then
owned by such Holder could be sold in any ninety (90)-day period pursuant to
Rule 144 (without giving effect to the provisions of Rule 144(k)), or (ii) all
of the Registrable Securities held by such Holder have been sold in a
registration pursuant to the Securities Act or pursuant to Rule 144.


 


SECTION 3.  MISCELLANEOUS


 


(a)                                  Directly or Indirectly. 
Where any provision in this Agreement refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision shall
be applicable whether such action is taken directly or indirectly by such
Person.


 


13






















 


(b)                                 Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
entirely within such State.


 


(c)                                  Section Headings.  The
headings of the sections and subsections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part thereof.


 


(d)                                 Notices.


 


(i)                                     All communications under this Agreement shall
be in writing and shall be delivered by hand or facsimile or mailed by
overnight courier or by registered or certified mail, postage prepaid:


 


(1)                                  if to the Company, to 11080 CirclePoint Road,
Westminster, Colorado, 80020, Attention: President Michael E. Hart (facsimile:
(303) 426-4731), or at such other address as it may have furnished in writing
to the Holders, with a copy to Cooley Godward LLP (facsimile: (720) 566-4099),
Attention: Brent Fassett, Esq.


 


(2)                                  if to the Holders, at the address or
facsimile number listed on Schedule I hereto, or at such other address or
facsimile number as may have been furnished the Company in writing, with a copy
to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019
(facsimile: (212) 728-9222), Attention: Steven J. Gartner, Esq.


 


(ii)                                  Any notice so addressed shall be deemed to be
given: if delivered by hand or facsimile, on the date of such delivery; if
mailed by overnight courier, on the first business day following the date of
such mailing; and if mailed by registered or certified mail, on the third
business day after the date of such mailing.


 


(e)                                  Reproduction of Documents. 
This Agreement and all documents relating thereto, including, without
limitation, any consents, waivers and modifications which may hereafter be
executed may be reproduced by the Holders by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar process and the
Holders may destroy any original document so reproduced.  The parties hereto agree and stipulate that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by the Holders in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.


 


(f)                                    Successors and Assigns. 
This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties.


 


(g)                                 Entire Agreement; Amendment and Waiver. 
This Agreement constitutes the entire understanding of the parties
hereto relating to the subject matter hereof and supersedes all prior
understandings among such parties.  This
Agreement may be amended, and the observance of any term of this Agreement may
be waived, with (and only with) the written


 


14






















 


consent of the Company and the Holders
holding a majority of the then outstanding Registrable Securities.  Any amendment or waiver effected in
accordance with this Section 3(g) shall be binding upon each Holder and
the Company.


 


(h)                                 Severability.  In
the event that any part or parts of this Agreement shall be held illegal or
unenforceable by any court or administrative body of competent jurisdiction,
such determination shall not affect the remaining provisions of this Agreement
which shall remain in full force and effect.


 


(i)                                     Counterparts. 
This Agreement may be executed in two or more counterparts (including by
facsimile), each of which shall be deemed an original and all of which together
shall be considered one and the same agreement.


 


(j)                                     Additional
Investors.  Notwithstanding anything to the
contrary contained herein, if the Company shall issue additional shares of its
Common Stock or Exchangeable Preferred Stock pursuant to the Purchase
Agreement, any purchaser of such securities shall become a party to this Agreement
by executing and delivering an additional counterpart signature page to this
Agreement and shall be deemed an “Investor,” a “Holder” and a
party hereunder.


 


 


[Remainder of Page Intentionally
Left Blank]


 


15






















 


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.


 


	
   

  	
  ALLOS THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael E. Hart

  	
   

  
	
   

  	
  Name:  Michael
  E. Hart

  
	
   

  	
  Title:  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
  WARBURG
  PINCUS PRIVATE EQUITY VIII, L.P.

  	
   

  
	
   

  	
   

  
	
  By: WARBURG PINCUS &
  CO.,

  	
   

  
	
  General Partner

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Jonathan Leff

  	
   

  	
   

  
	
  Name:  Jonathan
  Leff

  	
   

  
	
  Title:  Partner

  	
   

  
						



 


 


REGISTRATION
RIGHTS AGREEMENT


 






















 


Schedule I


 


Investors


 


 


Investor Name and Address


 


Warburg Pincus Private
Equity VIII, L.P.

466 Lexington Avenue

New York, NY 10017

Facsimile: (212) 878-0850

Attention:  Mr. Jonathan S. Leff