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Exhibit 4.11    
    


        METABASIS THERAPEUTICS, INC.  


 AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT  


 DATED AS OF OCTOBER 28, 2003*  


	*
	 Reflects amendments agreed to by the parties effective immediately prior to the closing of the Company's firm commitment underwritten initial public offering of Common Stock.








 
 METABASIS THERAPEUTICS, INC.

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT  


        THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT is made as of October 28, 2003 (the  "Effective
Date") by and among METABASIS THERAPEUTICS, INC., a Delaware corporation (the  "Company"), and the investors listed
on Exhibit A hereto, including, without limitation,  SICOR INC., a Delaware corporation ("SICOR"), and SANKYO
COMPANY, LTD., a Japanese corporation ("Sankyo"), each of which is herein
referred to as an "Investor." 


RECITALS  


        WHEREAS, certain Investors are holders of shares of the Company's Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or securities and/or debt convertible thereinto (the "Prior Parties")
and possess registration rights, information rights and other rights pursuant to that certain Amended and Restated Investor Rights Agreement dated as of October 18, 2001, by and among the
Company, SICOR, Sankyo and such other Prior Parties (the "Prior Agreement"); and 


        WHEREAS, the undersigned Prior Parties desire to amend and restate in its entirety the Prior Agreement and to accept the rights created
pursuant hereto in lieu of the rights granted to them under the Prior Agreement; and 


        WHEREAS, certain other Investors are parties to the Series E Preferred Stock Purchase Agreement dated as of the Effective Date
between the Company and such Investors (the "Purchase Agreement"), such Investors' obligations under which are conditioned upon, among other things, the
execution and delivery of this Agreement. 


        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties to the Prior Agreement hereby agree
that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement, and the parties hereto further agree as follows: 


        1.    INFORMATION RIGHTS.    



        1.1    Financial Information.    


        (a)   The Company shall deliver to each Investor who continues to hold shares of Series A Preferred Stock
("Series A Preferred Stock") of the Company (or the common stock of the Company ("Common Stock")
into which the shares of Series A Preferred Stock have been converted), shares of Series B Preferred Stock ("Series B Preferred
Stock") of the Company (or the Common Stock into which the shares of Series B Preferred Stock have been converted), shares of Series C Preferred Stock
("Series C Preferred Stock") of the Company (or the Common Stock into which shares of Series C Preferred Stock have been converted),
shares of Series D Preferred Stock ("Series D Preferred Stock") of the Company (or the Common Stock into which the shares of
Series D Preferred Stock have been converted) or shares of Series E Preferred Stock ("Series E Preferred Stock") of the Company (or
the Common Stock into which the shares of Series E Preferred Stock have been converted) (in each case as adjusted for any stock split, stock dividends, combinations, recapitalizations and the
like with respect to such shares), and as long as such Investor or a principal, partner or manager of such Investor, is not employed by or an officer or director of a competitor of the Company,
audited financial statements, prepared in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, and
setting forth in comparative form the figures for the previous year, all in reasonable detail, of the
Company, as soon as practicable after the end of each fiscal year of the Company and in any event within 90 days after the close of each fiscal year. 


        (b)   The Company shall deliver to each Investor who continues to hold shares of Series A, Series B,
Series C, Series D or Series E Preferred Stock (or the Common Stock into which shares 



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of
Series A, Series B, Series C, Series D or Series E Preferred Stock have been converted) (as adjusted for any stock split, stock dividends, combinations,
recapitalizations and the like with respect to such shares), and as long as such Investor or a principal, partner or manager of such Investor, is not employed by or an officer or director of a
competitor of the Company, within 30 days after the end of each fiscal quarter of the Company, unaudited quarterly financial statements prepared in accordance with GAAP, consistently applied. 


        (c)   The Company will deliver to each Investor who continues to hold Series A or Series B Preferred Stock (or
the Common Stock into which shares of Series A or Series B Preferred Stock have been converted) (as adjusted for any stock split, stock dividends, combinations, recapitalizations and the
like with respect to such shares) within 30 days prior to the beginning of each fiscal year, a capitalization summary, annual budget and operating plans for such fiscal year (and as soon as
available, any subsequent revisions thereto), and within 30 days after the end of each month, monthly unaudited financial statements with comparisons against the Company's operating plan;  provided, however,
 that to the extent that the Company reasonably concludes that disclosure of the specific budget/operating plan line items,
corresponding dollar amounts and comparisons would provide the holders of Series A and Series B Preferred Stock (or the Common Stock into which shares of Series A or
Series B Preferred Stock have been converted) (as adjusted for any stock split, stock dividends, combinations, recapitalizations and the like with respect to such shares) with competitively
sensitive information regarding the Company's allocation of resources, the Company shall not be obligated to disclose such information to the holders of Series A or Series B Preferred
Stock on a line-item basis but shall disclose such information on an aggregate basis. 


        (d)   The Company shall deliver to each Investor who continues to hold at least 1,000,000 shares of Series C Preferred
Stock (or 1,000,000 shares of the Common Stock into which shares of Series C Preferred Stock have been converted or a combination of such Series C Preferred Stock and Common Stock), at
least 1,000,000 shares of Series D Preferred Stock (or 1,000,000 shares of the Common Stock into which shares of Series D Preferred Stock have been converted or a combination of such
Series D Preferred Stock and Common Stock) or at least 1,000,000 shares of Series E Preferred Stock (or 1,000,000 shares of the Common Stock into which shares of Series E
Preferred Stock have been converted or a combination of such Series E Preferred Stock and Common Stock) (in each case, as adjusted for any stock split, stock dividends, combinations,
recapitalizations and the like with respect to such shares), and as long as such Investor or a principal, partner or manager of such Investor, is not employed by or an officer or director of a
competitor of the Company within 30 days prior to the beginning of the Company's next fiscal year, a copy of the Company's annual operating plan for the next fiscal year, and within
30 days after the end of each month, monthly unaudited financial statements with comparisons against the Company's annual operating plan. 



        (e)   For purposes of this Section 1.1, a "competitor of the Company"
means any entity that engages in the business of human therapeutic drug development, research, distribution or related business (the "Business"),
provided that the Board of Directors of the Company may in their reasonable and good faith discretion exempt any individual entity from such definition through board action that defines the duration
and scope of such exemption, and provided further that no Investor that is a financial investor shall be deemed to be a competitor of the Company due to its having made an investment in, or due to the
service of one or more of its principals or employees on the board of directors of, a competitor of the Company. 



        1.2    Inspection Rights.    Each Investor shall have the right to
visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to
review such information as is reasonably requested all at such reasonable times and as often as may be reasonably 



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requested;  provided, however, that the Company shall not be obligated under this Section 1.2 with respect to a competitor of the Company or with
respect to information which the Board of Directors determines in good faith is confidential and should not, therefore, be disclosed, unless the Investor first executes and delivers a confidentiality
agreement with the Company in form and substance reasonably satisfactory to the Board of Directors; provided further that, whenever requested, the Investor shall sign an agreement satisfactory to the
Company stating that the Investor shall hold all such information in confidence. 



        1.3    Confidentiality of Records.    Each Investor hereby represents,
warrants and covenants that it shall maintain in confidence, and shall not use or disclose without the prior written consent of the Company, any information identified in writing as confidential that
is furnished to it by the Company in connection with this Agreement. This obligation of confidentiality shall not apply, however, to any information (i) in the public domain through no
unauthorized act or failure to act by the Investor, (ii) lawfully disclosed to the Investor by a third party who possessed such information without any obligation of confidentiality,
(iii) known to the Investor at the time of disclosure by the Company, as evidenced by records of the Investor in existence at the time of the disclosure in question, (iv) which has been
independently developed by employees or other agents of, or independent contractors hired by, the Investor without access to the information described in the first sentence of this Section 1.3
or (v) that is required to be disclosed pursuant to applicable law or stock exchange regulations. Each Investor further covenants that it shall return to the Company all tangible materials in
the possession of such Investor, or affiliates of such Investor containing such information upon request by the Company. Each Investor agrees that it will restrict access to the confidential
information of the Company among its officers, directors, employees, financial and legal advisors and to those persons with a need to use such information and who are parties to agreements with such
Investor to maintain such information as confidential (or otherwise subject to obligations to maintain such information as confidential). 


        1.4    Termination of Covenants.    Except as required by law, the
rights set forth in Sections 1.1 and 1.2 shall terminate and be of no further force or effect upon the closing of a Qualified IPO, as defined below, of the Company's Common Stock pursuant to an
effective registration statement filed by the Company
under the Securities Act of 1933, as amended (the "Securities Act"), or on the date the Company otherwise becomes subject to the reporting requirements
under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whichever first occurs. Furthermore, for
purposes of the holders of Series A and Series B Preferred Stock, the rights set forth in Sections 1.2 and 1.3 shall also terminate upon the later to occur of
(i) January 10, 2005 or (ii) the date on which Sankyo, and its affiliates (taken as a whole) cease to own fifty (50%) of the outstanding Series A Preferred Stock and
Series B Preferred Stock (or shares of Common Stock received on conversion thereof), collectively, by virtue of the exercise of the Exchange Right, as defined below, or otherwise. 



        1.5    Use of Proceeds.    The Company shall use the proceeds from the
sale of Common Stock sold pursuant to the Stock Purchase Agreement, dated December 18, 1997, by and among the Company, SICOR and Sankyo solely (i) in connection with the Company's
obligations under the Amended and Restated Collaborative Research and Development and License Agreement, dated as of June 30, 1999, (the "R&D
Agreement"), between the Company and Sankyo, (ii) for general working capital purposes, but not for the repayment of debt and (iii) to pay $2,250,000 payable to
SICOR pursuant to the terms of the Asset and Liability Transfer Agreement dated as of December 17, 1997 between the Company and SICOR. The covenants of the Company contained in this
Section 1.5 shall expire and terminate upon the expiration of the Research Program Term (as defined in the R&D Agreement). 



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        2.    REGISTRATION RIGHTS.    The Company and the Investors covenant
and agree as follows: 



        2.1    Definitions.    For purposes of this Section 2: 


        (a)   The terms "register," "registered," and  "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in compliance with the Securities
Act, and the declaration or ordering of effectiveness of such registration statement or document. 


        (b)   The term "Registrable Securities" means (i) the shares of Common
Stock issuable or issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock and (ii) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i); or (iii) other shares of Common Stock acquired by a holder of Registrable
Securities; provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in
which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other securities shall only be treated as Registrable Securities if and so long as they
have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. 



        (c)   The number of shares of "Registrable Securities then outstanding" shall
be determined by the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are,
Registrable Securities; provided, however, that the foregoing definition shall exclude in all cases any securities sold by a person in a transaction in
which his or her rights under this Agreement are not assigned, and any securities that have been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public
securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all
transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. 


        (d)   The term "Series A Holder" means any person owning or having the
right to acquire (i) the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock and (ii) any other shares of Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of,
the shares listed in (i). 


        (e)   The term "Series B Holder" means any person owning or having the
right to acquire (i) the shares of Common Stock issuable or issued upon conversion of the Series B Preferred Stock and (ii) any other shares of Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of,
the shares listed in (i). 


        (f)    The term "Series C Holder" means any person owning or having the
right to acquire (i) the shares of Common Stock issuable or issued upon conversion of the Series C Preferred Stock and (ii) any other shares of Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of,
the shares listed in (i). 


        (g)   The term "Series D Holder" means any person owning or having the
right to acquire (i) the shares of Common Stock issuable or issued upon conversion of the Series D Preferred 



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Stock
and (ii) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or
other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i). 



        (h)   The term "Series E Holder" means any person owning or having the
right to acquire (i) the shares of Common Stock issuable or issued upon conversion of the Series E Preferred Stock and (ii) any other shares of Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of,
the shares listed in (i). 


        (i)    The term "Preferred Holders" means the Series A Holders, the
Series B Holders, the Series C Holders, the Series D Holders and the Series E Holders. 


        (j)    The term "Form S-3" means such form under the
Securities Act as in effect on the date hereof or any successor form under the Securities Act. 


        (k)   The term "SEC" means the Securities and Exchange Commission of the United
States. 


        (l)    The term "Qualified IPO" means a firm commitment underwritten public
offering by the Company of shares of its Common Stock pursuant to a registration statement on Form S-1 under the Securities Act, in which the public offering price per share of
Common Stock is at least $2.00 (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) and the gross proceeds to the Company are not less than $25,000,000 (before
underwriting discounts, commissions and fees). 


        2.2    Request for Registration.    



        (a)   If the Company shall receive at any time at least six (6) months after the effective date of the first
registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock
option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the holders of a majority of the Registrable Securities held by the Preferred Holders, on an
as-converted basis and including any shares of Common Stock held by the Preferred Holders resulting from conversion of their respective Preferred Stock, that the Company file a
registration statement under the Securities Act covering Registrable Securities, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all
Preferred Holders and shall, subject to the limitations of subsection 2.2(b), use commercially reasonable efforts to effect as soon as practicable, and in any event within 90 days of the
receipt of such request, the registration under the Securities Act of all Registrable Securities which the Preferred Holders request to be registered within twenty (20) days of the mailing of
such notice by the Company in accordance with the terms hereof; provided, however, that the Company shall not be obligated to effect such registration
if the Preferred Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public (before underwriting discounts, commissions and fees) of less than $5,000,000. 



        (b)   If the Preferred Holders initiating the registration request hereunder ("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 this Section 2.2 and the Company shall include such information in the written notice referred to in subsection 2.2(a). The underwriter will be selected by the Company subject to
the prior written consent of a majority of the then outstanding Registrable Securities proposed to be included in such registration, which consent shall not be unreasonably withheld; provided,
however, that no such consent shall be required if the Company selects a nationally recognized underwriter in the United States with demonstrable, pharmaceutical and/or biotechnology industry-specific
expertise 



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and
experience. In such event, the right of any Preferred Holder to include Registrable Securities in such registration shall be conditioned upon such Preferred Holder's participation in such
underwriting and the inclusion of such Preferred Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such
Preferred Holder to the extent provided herein. All Preferred Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection
2.5(e)) enter into an underwriting agreement in customary form (including without limitation the indemnities from the Company as set forth in Section 2.10) with the underwriter or underwriters
selected for such underwriting. Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation
or the exclusion of the number of shares to be underwritten, then the Initiating Holders shall so advise all Preferred Holders of Registrable Securities which would otherwise participate in the
underwritten offering pursuant hereto, and, in the case of a limitation, of the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all
Preferred Holders (as applicable), including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Preferred Holder (as
applicable); provided, however, that the shares of Registrable Securities to be included in such underwriting shall not be reduced in number or
completely excluded unless all other securities are first entirely excluded from the underwriting. No such reduction shall reduce the securities being offered by the Company for its own account to be
included in the registration and underwriting, and in no event shall the amount of Registrable Securities of the selling Preferred Holders included in the registration be reduced below
twenty-five (25%) of the total amount of securities included in such registration, unless such offering is the initial public offering of the Company's Common Stock under the Securities
Act, in which event any or all of the Registrable Securities of the Preferred Holders may be excluded in accordance with this Section 2.2(b). 


        (c)   Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement
pursuant to this Section 2.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its stockholders for such registration statement to be filed at such time and it is therefore essential to defer the filing of such registration statement, the Company
shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided,
however, that the Company may not utilize this right more than once in any twelve month period. 


        (d)   In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to
this Section 2.2: 



          (i)  After the Company has effected two (2) registrations pursuant to this Section 2.2 and such registrations
have been declared or ordered effective (excluding any such registration in which the amount of the Registrable Securities of the selling Preferred Holders included therein shall have been reduced by
twenty-five percent (25%) or more to accommodate the inclusion of the securities being offered by the Company pursuant to Section 2.2(b)), or within six (6) months of the
effective date of another registration; 


         (ii)  During the period of one hundred eighty (180) days following the effective date of a registration subject to
Section 2.3 hereof; 


       (iii)  If the Initiating Holders propose to dispose of shares of Registrable Securities that may be currently registered on
Form S-3 pursuant to a request made pursuant to Section 2.4 below; provided, however, that if the Company so refuses to effect
a registration by the 




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Preferred
Holders pursuant to this Section 2.2(d)(iii), they shall be entitled to an additional registration pursuant to Section 2.4 for each such registration so refused; or 


        (iv)  If the Company delivers notice to the Initiating Holders within thirty (30) days of a registration request
pursuant to this Section 2.2 stating the Company's intent to file a registration statement for a public offering within ninety (90) days of the date of such notice, provided that
the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective. 




        2.3    Company Registration.    If (but without any obligation to do
so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Preferred Holders) any of its securities under the Securities
Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a
transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also
being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, promptly give each Preferred Holder written notice of such registration. Upon the written request of each Holder given within twenty
(20) days after mailing of such notice by the Company in accordance with the terms hereof, the Company shall, subject to the provisions of Section 2.8, cause to be registered under the
Securities Act all of the Registrable Securities that each such holder has requested to be registered. 


        2.4    Form S-3 Registration.    In case the
Company shall receive from Preferred Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any
related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holders, the Company will: 



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


        (b)   as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and
as would permit or facilitate the sale and distribution of all or such portion of such Preferred Holder's Registrable Securities as are specified in such request, together with all or such portion of
the Registrable Securities of any other Preferred Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the
Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this
Section 2.4: (i) if Form S-3 is not available for such offering by the Preferred Holders; (ii) if the Preferred Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than $500,000; (iii) if the Company shall furnish to the Preferred Holders a certificate signed by the President of the Company stating that in
the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected
at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 90 days after receipt
of the request of the Preferred Holders under this Section 2.4; provided, however, that the Company shall not utilize this right more than once
in any twelve month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on
Form S-3 for such holders pursuant to this Section 2.4 or within six (6) months of the effective date of another registration; (v) in any particular
jurisdiction in which the Company would be 



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required
to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one
hundred eighty (180) days after the effective date of a registration statement subject to Section 2.3. 


        (c)   Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and
other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Preferred Holders. Registrations effected pursuant to this Section 2.4
shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. 


        (d)   If the registration is to be underwritten, the underwriter will be selected by the Company subject to the prior written
consent of a majority of the holders of the then outstanding Registrable Securities proposed to be included in such registration, which consent shall not be unreasonably withheld; provided, however,
that no such consent shall be required if the Company selects a nationally recognized underwriter in the United States with demonstrable, pharmaceutical and/or biotechnology industry-specific
expertise and experience. 


        2.5    Obligations of the Company.    Whenever required under this
Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 


        (a)   Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best
efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration
statement effective for up to one hundred twenty (120) days. 


        (b)   Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement for up to one hundred twenty (120) days. 


        (c)   Furnish to each Preferred Holder covered by such registration statement such numbers of copies of a prospectus, including
a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them. 


        (d)   Use its best efforts to register and qualify the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Preferred Holders covered by such registration statement,  provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions. 


        (e)   In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement,
in usual and customary form (including without limitation the indemnities from the Company as set forth in Section 2.10), with the managing underwriter of such offering. Each Preferred Holder
participating in such underwriting shall also enter into and perform its obligations under such an agreement. 


        (f)    Notify each Preferred Holder of Registrable Securities covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing, such obligation to continue for one hundred twenty (120) days. In such event, the Company shall use all reasonable efforts to amend 



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promptly
the registration statement to conform the prospectus to the requirement of the Securities Act and applicable regulations. 



        (g)   Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which
similar securities issued by the Company are then listed. 


        (h)   Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration. 


        (i)    Use its best efforts to furnish, at the request of any Preferred Holder requesting registration of Registrable Securities
pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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, (i) an opinion, dated 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, addressed to the underwriters, if any, and to the Preferred Holders requesting registration of Registrable Securities and (ii) a letter dated 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,
addressed to the underwriters, if any, and to the Preferred Holders requesting registration of Registrable Securities. 


        2.6    Furnish Information.    It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Preferred Holder that such holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such
holder's Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 2.2 or Section 2.4 of this Agreement if, as a result
of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed
the number of shares or the anticipated aggregate offering price required to originally trigger the Company's obligation to initiate such registration as specified in subsection 2.2(a) or subsection
2.4(b)(ii), whichever is applicable. 


        2.7    Expenses of Registration.    



        (a)   Demand Registration.    All expenses other than underwriting discounts and commissions, incurred in connection
with two (2) demand registrations, pursuant to Section 2.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company, and the reasonable fees and disbursements (not to exceed $30,000) of one counsel for the selling Preferred Holders selected by them (collectively
"Registration Expenses") shall be borne by the Company, provided, however, that if the Preferred Holders
bear the Registration Expenses for any registration proceeding begun pursuant to Section 2.2 and subsequently withdrawn by registering shares therein, such registration proceeding shall not be
counted as a requested registration pursuant to Section 2.2 hereof; provided further that in the event that such withdrawal is based upon material adverse information relating to the Company
that is different from the information known or available (upon request from the Company or otherwise) to the Preferred Holders requesting registration at the time of their request for registration
under Section 2.2, such registration shall not be treated as a counted registration for purposes of Section 2.2 hereof, even though the Preferred Holders do not bear the Registration
Expenses for such registration. 



9







 

        (b)   Company Registration.    All expenses other than underwriting discounts and commissions incurred in connection
with registrations, filings or qualifications of Registrable Securities pursuant to Section 2.3 for each Preferred Holder (which right may be assigned as provided in Section 2.12),
including (without limitation) all registration, filing, and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and
disbursements (not to exceed $30,000) of one counsel for the selling Preferred Holders selected by them shall be borne by the Company. 


        (c)   Registration on Form S-3.    All expenses other than underwriting discounts and commissions
incurred in connection with two (2) registrations requested pursuant to Section 2.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees
and the reasonable fees and disbursements (not to exceed $30,000) of one counsel for the selling Preferred Holders selected by them shall be borne by the Company. 



        2.8    Underwriting Requirements.    In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 2.3 to include any of the Preferred Holders' securities in such underwriting
unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), provided that such
agreement does not require indemnification by any of them except to the extent contemplated by Section 2.10 hereof. If the total amount of securities, including Registrable Securities,
requested by the Preferred Holders to be included in such offering exceeds the amount of securities sold that the underwriters determine in their sole discretion is compatible with the success of the
offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion
will not jeopardize the success of the offering. The Company will include in such registration (i) first, the securities the Company proposes to sell for its own account; (ii) second, to
the extent that the number of securities the Company proposes to sell is less than the number of securities which the Company has been advised can be sold in such offering, such number of Registrable
Securities which the Preferred Holders have requested to be included in such registration pursuant to Section 2.3 hereof; provided, however, in
no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which have been requested to be included by the Preferred Holders (or
completely exclude the shares held by Preferred Holders) without the written consent of a majority of the then outstanding Registrable Securities proposed to be sold in the offering; and
(iii) third, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i) and (ii) is, in the aggregate, less than the number
of securities which the Company has been advised can be sold in such offering, such number of other securities requested to be included in the offering for the account of any holders not contractually
entitled to registration which, in the opinion of the underwriters, is compatible with the success of the offering. The number of Registrable Securities included in such registration statement shall
be allocated pro rata among the holders of Registrable Securities based on the number of Registrable Securities held by each of them or in such other proportions as shall mutually be agreed to by
them, but in no event shall any shares being sold by such a holder exercising a demand registration right similar to that granted in Section 2.2 or 2.4 be excluded from such offering. For
purposes of the preceding sentence concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired
partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to
be a single "selling stockholder" and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights
owned by all entities and individuals included in such "selling stockholder," as defined in this sentence. In no event shall the amount of Registrable Securities 



10







 




the
Preferred Holders request to be included in the registration pursuant to Section 2.3 be reduced below twenty-five (25%) of the total amount of securities included in such
registration, unless such offering is the initial public offering of the Company's Common Stock under the Securities Act, in which event any or all of the Registrable Securities of the Preferred
Holders may be excluded in accordance with this Section 2.8. 



        2.9    Delay of Registration.    No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this
Section 2. 


        2.10    Indemnification.    In the event any Registrable Securities
are included in a registration statement under this Section 2: 


        (a)   To the extent permitted by law, the Company will indemnify and hold harmless each Preferred Holder, its partners,
officers and directors, its legal counsel, its accountants, any underwriter (as defined in the Securities Act) for such holder and each person, if any, who controls such holder or underwriter within
the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company 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 state securities law; and the Company will pay to each such holder, partner,
officer, director, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained in this subsection 2.10(a) 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), nor shall the Company be
liable to any holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished expressly for use in connection with such registration by any such holder, underwriter or controlling person. 



        (b)   To the extent permitted by law, each selling Preferred Holder will indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, its legal counsel, its accountants,
any underwriter, any other holder selling securities in such registration statement and any controlling person of any such underwriter or other holder, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such holder expressly for use in connection with such registration; and each such holder will reimburse any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this subsection 2.10(b), in connection with investigating or defending any such loss, claim, damage, liability, or action if it is
judicially determined that there was such a violation; provided,  



11







 




 however,that the indemnity agreement contained in this subsection 2.10(b) 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; provided, that in no event shall any indemnity under this subsection 2.10(b) exceed the
net proceeds from the offering received by such holder, except in the case of willful fraud by such holder. 


        (c)   Promptly after receipt by an indemnified party under this Section 2.10 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.10, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees
and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party
under this Section 2.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than
under this Section 2.10. 


        (d)   If the indemnification provided for in this Section 2.10 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 therein, then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall, to the extent permitted by applicable law, 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 that
resulted in such
loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any contribution by a holder under this Subsection 2.10(d) exceed the
net proceeds from the offering received by such holder, except in the case of willful fraud by such holder. The relative fault of the indemnifying party and of the indemnified party 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 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. 


        (e)   Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 



12













  



        (f)    The obligations of the Company and the Preferred Holders under this Section 2.10 shall survive the completion of
any offering of Registrable Securities in a registration statement under this Section 2, and otherwise. 



        (g)   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 of such claim or litigation. 


        2.11    Reports Under Exchange Act.    With a view to making available
to the Preferred Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a holder to sell securities of the
Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: 


        (a)   make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all
times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company
remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; 



        (b)   take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act,
as is necessary to enable the Preferred Holders to utilize Form S-3 for the sale of their Registrable Securities; 


        (c)   file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and
the Exchange Act; and 


        (d)   furnish to any Preferred Holder, so long as the holder owns any Registrable Securities, forthwith upon request
(i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the
first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in
availing any Preferred Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. 



        2.12    Assignment of Registration Rights.    The rights to cause the
Company to register Registrable Securities pursuant to this Section 2 may be assigned (but only with all related obligations) by a Preferred Holder to (i) a transferee or assignee of at
least 50,000 shares of such securities, (ii) a transferee or assignee of all of such Registrable Securities held by such transferring holder, if less than 50,000 shares, (iii) a general
partner, limited partner, retired partner, member or retired member, affiliate, parent or majority-owned subsidiary of the transferee or (iv) in the case of the Wellcome Trust Limited, any
successor trustee of the Wellcome Trust or additional trustee or trustees of the Wellcome Trust from time to time, or any company whose shares are all held directly or indirectly by the Wellcome
Trust, or any nominee or custodian of any such person; provided the Company is, within a reasonable time after such transfer, furnished with 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 provided, further, that such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities
held by a transferee or assignee, the 



13







 




holdings
of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or
spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not
qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action
under Section 2. 


        2.13    Limitations on Subsequent Registration Rights.    From and
after the Effective Date, the Company shall not, without the prior written consent of the holders of 662/3% of the then outstanding Registrable Securities, enter into any agreement with
any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to include such securities in any registration filed under Section 2.2
hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will
not reduce the amount of the Registrable Securities of the Preferred Holders which are included. 


        2.14    "Market Stand-Off" Agreement.    Each holder of
Registrable Securities hereby agrees that, during the period of duration (up to, but not exceeding, 180 days) specified by the Company and an underwriter of Common Stock or other securities of
the Company, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly
or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to
be similarly bound) any securities of the Company held
by it at any time during such period except Common Stock included in such registration; provided, however, that: 


        (a)   such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock
(or other securities) to be sold on its behalf to the public in an underwritten offering; and 



        (b)   all officers, directors, and key employees of the Company, all five-percent security holders, and all other
persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements. 


        In
order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each holder (and the shares or
securities of every other person subject to the foregoing restriction) until the end of such period, and each holder agrees that, if so requested, such holder will execute an agreement in the form
provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 2.14. 



        Notwithstanding
the foregoing, the obligations described in this Section 2.14 shall not apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 promulgated under the Securities Act or similar forms which may be promulgated in the future, or a registration relating solely to an SEC
Rule 145 transaction on Form S-4 promulgated under the Securities Act or similar forms which may be promulgated in the future. 


        2.15    Termination of Registration Rights.    No holder of
Registrable Securities shall be entitled to exercise any right provided for in this Section 2 after six (6) years following the consummation of the firm commitment underwritten initial
public offering of the Company's Common Stock. 




        3.    EXCHANGE RIGHT.    



        3.1    General.    The holders of a majority of Series A
Preferred Stock (or Common Stock into which the shares of Series A Preferred Stock have been converted, collectively, the "Exchange  



14







 

 Stock") shall have the right to exchange the Exchange Stock held by them for shares of Common Stock ("SICOR Common Stock") of
SICOR in accordance with this Section 3 (the "Exchange Right"). For purposes of this Section 3 only, "Registrable
Securities" means 851,939 shares of Common Stock issuable on conversion of the shares of the Company's Series A Preferred Stock issued to Sankyo pursuant to the Stock
Purchase Agreement, dated December 18, 1997, by and among Sankyo, SICOR and the Company. 


        3.2    Notice of Exercise.    The holders of a majority of the
Exchange Stock shall have the right upon forwarding a written notice (an "Exercise Notice") to SICOR and the Company within thirty (30) days
after January 10, 2001, and each one year anniversary thereafter until and including January 10, 2005 to elect to exchange up to twenty percent (20%) of the Exchange Stock held by the
Series A Holders for shares of SICOR Common Stock ("SICOR Shares"). Each Exercise Notice shall state that it constitutes an election hereunder
and shall specify the number of Exchange Stock to be exchanged for SICOR Shares. Upon receiving any Exercise Notice, SICOR shall cause the shares of Exchange Stock specified therein to be exchanged
promptly for SICOR Shares as provided in this Section 3. An election to exchange Exchange Stock hereunder shall be irrevocable. The failure by the Series A Holders to elect to convert
Exchange Stock during any exercise period specified above shall not limit in any respect their right to exercise such right any subsequent exercise period. For the avoidance of doubt, SICOR hereby
expressly acknowledges and agrees that no corporate transaction or other event relating to the Company, including, without limitation, its bankruptcy, insolvency or merger with or into another entity
shall limit, expand or accelerate in any respect the rights of the Series A Holders hereunder. 


        3.3    SICOR Exchange Shares.    The number of SICOR Shares which a
Series A Holder shall be entitled to receive upon exercise of the Exchange Right (the "SICOR Exchange Shares") shall be determined pursuant to
the following formula: 



	A	 	x	 	B	 	=	 	D	 	 
	 	 	 	 	C	 	 	 	 	 	 






        Where
  



	D	 	=	 	Number of SICOR Exchange Shares;
	

A	
 	

=	
 	

Number of shares of Registrable Securities held by such Series A Holder (or deemed to be held from conversion of such holder's Series A Preferred Stock) as of the date of mailing the most recent Exercise Notice ("Exercise Date") and specified in the
Exercise Notice.
	

B	
 	

=	
 	

Initially, $7.09 (the original issue price of Series A Preferred Stock), as proportionally adjusted for any stock splits, stock combinations, stock dividends, reclassifications, recapitalizations and the like (collectively referred to as a
"Recapitalization"); and
	

C	
 	

=	
 	

The arithmetic average of the closing price for SICOR Common Stock as quoted on the Nasdaq National Market ("Nasdaq") for the twenty (20) consecutive days on which SICOR Common Stock was traded on Nasdaq ending immediately before the Exercise Date
(the "SICOR Market Price").






        3.4    Adjustment for Recapitalization.    If at any time during the
period from the Effective Date to the most recent Exercise Date, the SICOR Common Stock is changed into the same or a different number of shares of any class or classes of stock, by any form of
Recapitalization other than (i) a subdivision or combination of shares or stock dividend, for which no adjustment pursuant to this Section 3.4 shall be made and (ii) a merger,
acquisition (whether of SICOR or another entity) or sale of substantially all of SICOR's assets (collectively referred to as a "Reorganization"), for
which adjustment shall be made pursuant to Section 3.5, each Series A 



15







 

Holder
shall have the right to receive upon exercise of the Exchange Right the kind and amount of stock and other securities and property receivable upon such Recapitalization by holders of the
maximum number of SICOR Common Shares into which Exchange Stock held by such Series A Holder could have been exchanged immediately prior to such Recapitalization (assuming for purposes of this
Section 3.4 that the Exchange Right was exercisable, and such exchange was completed, immediately prior to the closing of such Recapitalization), subject to further adjustment as provided with
respect to such other securities or property pursuant the terms thereof. 


        3.5    Adjustment for Reorganization.    If at any time during the
period from the Effective Date to the most recent Exercise Date, SICOR effects a Reorganization, provision shall be made so that each Series A Holder shall have the right to receive upon
exercise of the Exchange Right the kind and amount of stock and other securities and property receivable upon such Reorganization by holders of the maximum number of SICOR Common Shares into which
Exchange Stock could have been exchanged immediately prior to such Reorganization (assuming for purposes of this Section 3.5 that the Exchange Right was exercisable, and such exchange was
completed, immediately prior to the closing of such Reorganization), subject to further adjustment as provided with respect to such other securities or property pursuant to the terms thereof. 


        3.6    Certificate of Adjustment.    Within 15 days following
the completion of a Recapitalization or Reorganization, SICOR, at its expense, shall compute the adjustment required in connection therewith pursuant to Section 3.4 or Section 3.5, as
applicable, and shall deliver to each Series A Holder a certificate showing such adjustment. The certificate shall set forth in reasonable detail SICOR's calculation of the adjustment and the
type and amount of other property which would be received by the Series A Holders upon exchange of their Exchange Stock pursuant to this Section 3. 


        3.7    Exchange Mechanics.    Series A Holders shall deliver
the certificate(s) representing the Exchange Stock such Series A Holders desire to exchange pursuant to this Section 3 to SICOR, and a copy of such certificate(s) to the Company,
together with the Exercise Notice. Upon receipt of the Exercise Notice and such certificates, SICOR shall calculate the number of SICOR Exchange Shares receivable by each such Series A Holder
pursuant to Section 3.3 and, within ten (10) business days of SICOR's receipt of the Exercise Notice, deliver to each such holder (i) certificates representing such
Series A Holder's SICOR Exchange Shares issued as of the applicable Exercise Date, (ii) a reasonably detailed statement indicating such calculation pursuant to Section 3.3 (which
calculation shall be binding upon such Series A Holder in the absence of manifest mathematical error or misstatement of the closing prices for the SICOR Common Stock for purposes of calculation
of the SICOR Market Price) and (iii) any cash payable in respect of fractional SICOR Exchange Shares pursuant to Section 3.9. Within ten (10) business days of SICOR's receipt of
the Exercise Notice, SICOR shall deliver a written notice to the Company (and a copy of such notice to the Series A Holders) stating the balance of shares of Exchange Stock, if any, surrendered
to SICOR under this Section 3.7 that remain unexercised pursuant to this Section 3, and within ten (10) business days of the Company's receipt of such notice, the Company shall
deliver to the Series A Holder a share certificate(s) for such balance. 


        3.8    SICOR Obligations in Respect of SICOR Exchange Shares.    SICOR
at all times shall reserve and keep available, solely for issuance and delivery upon exercise of each Series A Holder's Exchange Right, such number of SICOR Exchange Shares as may be issuable
upon such exchange. SICOR, at its expense, shall further cause a registration statement on Form S-3 registering the resale of the SICOR Exchange Shares to be filed and declared
effective in accordance with applicable law as soon as practicable following SICOR's receipt of any Exercise Notice. 



16







 




        3.9    Fractional Shares.    No fractional SICOR Exchange Shares shall
be issued upon exchange of Exchange Stock. All SICOR Exchange Shares (including fractions thereof) issuable upon exchange of Exchange Stock shall be aggregated for purposes of determining whether the
exchange would result in the issuance of any fractional share. If, after such aggregation, the exchange would result in any fractional share, SICOR shall, in lieu of issuing any fractional share, pay
cash equal to the product of such fraction multiplied by the SICOR Market Price. 


        3.10    Payment of Taxes.    SICOR will pay all taxes (other than
taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of SICOR Exchange Shares upon exchange of Exchange Stock. 




        4.    [RESERVED.]    


        5.    MISCELLANEOUS.    



        5.1    [RESERVED.]    



        5.2    [RESERVED.]    


        5.3    Waivers and Amendments.    With the written consent of the
Company and the holders of more than 662/3% of the Registrable Securities the obligations of the Company and the rights of the holders of Registrable Securities under this Agreement may
be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely), and with the same consent, the Company, when
authorized by resolution of its Board of Directors, may amend this Agreement or enter into a supplementary agreement for the purpose of adding any provisions of this Agreement. Neither this Agreement
nor any provisions hereof may be amended, changed, waived, discharged or terminated orally, but only by a signed statement in writing evidencing the consents required pursuant to the preceding
sentence. Any amendment, waiver or supplementary agreement effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future
holder of all such Registrable Securities and the Company. Notwithstanding the foregoing, (i) the written consent of a majority of the holders of Series C, Series D and
Series E Preferred Stock, voting together on an as-if-converted basis, shall be obtained prior to any amendment or waiver of the rights, preferences or privileges of the
holders of Series C, Series D or Series E Preferred Stock contained in Sections 1 and 4 of this Agreement and this Section 5.3 and (ii) the written consent of 67% of
the holders of the Series A Preferred Stock and Series B Preferred Stock shall be obtained prior to any amendment or waiver of the rights, preferences or privileges of the holders of the
Series A Preferred Stock and the Series B Preferred Stock, as the case may be, contained in Sections 1 and 3 of this Agreement and this Section 5.3. By executing this Agreement,
the holders of Series C and Series D Preferred Stock hereby agree and acknowledge that the right of first refusal set forth in Section 4 of the Prior Agreement shall not apply to,
and is hereby waived with respect to, the shares of Series E Preferred Stock issued pursuant to the Purchase Agreement. 



        5.4    Delays or Omissions.    It is agreed that no delay or omission
to exercise any right, power, or remedy accruing to any Series A Holder, Series B Holder, Series C Holder, Series D Holder or Series E Holder, upon any breach,
default, or noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default, or noncompliance, or
any acquiescence therein, or of any similar breach, default, or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any
such holder's part of any breach, default, or noncompliance under the Agreement or any waiver on such holder's part of any provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to the Series A Holders, Series B Holders,
Series C Holders, Series D Holders or Series E Holders, shall be cumulative and not alternative. 



17







 




        5.5    Notices.    All notices and other communications required or
permitted hereunder shall be in writing and, except as otherwise noted herein, shall be deemed effectively given (i) upon personal delivery, (ii) in the case of notices being delivered
to the Company, SICOR or any other Investor except for Sankyo by any party except for Sankyo, delivery by a nationally recognized courier or upon deposit with the United States Post Office (by first
class mail, postage prepaid) and (iii) in the case of notices being delivered to or by Sankyo, delivery by an internationally recognized courier service. All communications shall be sent to the
party to be notified at the following addresses or at such other address as such party may designate by ten (10) days advance written notice to the other parties: a) if to the Company,
at 9390 Towne Centre Drive, San Diego, California 92121, attention of the Chief Executive Officer, (b) if to SICOR, at 19 Hughes Street, Irvine, CA 92121, Attention: John Sayward, (c) if
to Sankyo, at Hiromachi 1258, Shinagawaku, Tokyo, 1408710 Japan, Attention: Dr. Yoshiki Matsui, Research Planning Department, or (d) if to any other Investor, at its respective address
listed on the signature page hereof; provided, however, that, if any such notice is to be delivered by the Company to a holder of Registrable
Securities, the Company may deliver such notice to the latest address of such person shown on the Company's records. 



        5.6    Descriptive Headings.    The descriptive headings herein have
been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provisions hereof. 


        5.7    Governing Law.    This Agreement shall be governed by and
interpreted under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California. 



        5.8    Counterparts.    This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument, but only one of which need be produced. 


        5.9    Expenses.    If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled. 


        5.10    Successors and Assigns.    Except as otherwise expressly
provided in this Agreement, this Agreement shall benefit and bind the successors, assigns, heirs, executors and administrators of the parties to this Agreement. 


        5.11    Entire Agreement.    This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the subject matter of this Agreement. 



        5.12    Separability; Severability.    Unless expressly provided in
this Agreement, the rights of each Investor under this Agreement are several rights, not rights jointly held with any other Investors. Any invalidity, illegality or limitation on the enforceability of
this Agreement with respect to any Investor shall not affect the validity, legality or enforceability of this Agreement with respect to the other Investors. If any provision of this Agreement is
judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired unless the severed provision is
material to the rights and benefits received by any party hereto. In such event the parties hereto shall use reasonable commercial efforts to negotiate, in good faith, a substitute, valid and
enforceable provision or agreement which most nearly effects the intent of the parties entering into this Agreement. 


        5.13    Stock Splits.    All references to numbers of shares in this
Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization of shares by the Company occurring after the Effective Date. 



18







 




        5.14    Tax Matters.    Notwithstanding anything herein to the
contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax
treatment and tax structure; provided however, that such disclosure may not be made to the extent reasonably necessary to comply with any applicable federal or state securities laws. For the purposes
of the foregoing sentence, (i) the "tax treatment" of a transaction means the purported or claimed federal income tax treatment of the transaction and (ii) the "tax structure" of a
transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction. Thus, for the avoidance of doubt, the parties acknowledge and
agree that the tax treatment and tax structure of any transaction does not include the name of any party to a transaction or any sensitive business information (including, without limitation,
the name and other specific information about any party's intellectual property or other proprietary assets) unless such information may be related or relevant to the purported or claimed federal
income tax treatment of the transaction. 


        5.15    Signatory Capacity.    With respect to its signatory capacity
and liability as the trustee of the Wellcome Trust, the Wellcome Trust Limited (the "Trustee") enters into this Agreement in its capacity as the trustee
for the time being of the Wellcome Trust but not otherwise and it is hereby agreed and declared that notwithstanding anything to the contrary contained or implied in this Agreement: 



        (a)   the obligations incurred by the Trustee under or in consequence of this Agreement shall be enforceable against it or the
other trustees of the Wellcome Trust from time to time; and 


        (b)   the liabilities of the Trustee (or such other trustees as are referred to in paragraph (a) above) in respect of
such obligations shall be limited to such liabilities as can, and may lawfully and properly be met out of the assets of the Wellcome Trust for the time being in the hands or under the control of the
Trustee or such other trustees. 



[THIS SPACE INTENTIONALLY LEFT BLANK]  


19










        IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement on the day and year first set forth
above. 



	 	 	COMPANY:
	

 	
 	
METABASIS THERAPEUTICS, INC.
	

 	
 	
By:	
 	

/s/  PAUL K. LAIKIND      
 Paul K. Laikind, Chief Executive Officer




[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	SICOR:
	

 	
 	
SICOR INC.
	

 	
 	
By:	
 	

/s/ WESLEY N. FACH

	

 	
 	

Name:	
 	

Wesley N. Fach

	

 	
 	

Title:	
 	

Senior Vice President, General
Counsel & Secretary





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	SANKYO:
	

 	
 	
SANKYO COMPANY, LTD.
	

 	
 	
By:	
 	

/s/  MOSATU KONDA      

	

 	
 	

Name:	
 	

Mosatu Konda

	

 	
 	

Title:	
 	

Director, Finance Department





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
MPM BIOVENTURES II, L.P.
	

 	
 	
By:	
 	

MPM Asset Management II, L.P.,

its General Partner
	

 	
 	

By:	
 	

MPM Asset Management II LLC,

its General Partner
	

 	
 	

By:	
 	

/s/ LUKE B. EVNIN

	

 	
 	

Name:	
 	

Luke B. Evnin

	

 	
 	

Title:	
 	

Manager

	

 	
 	
MPM BIOVENTURES II-QP, L.P.
	

 	
 	
By:	
 	

MPM Asset Management II, L.P.,

its General Partner
	

 	
 	

By:	
 	

MPM Asset Management II LLC,

its General Partner
	

 	
 	

By:	
 	

/s/ LUKE B. EVNIN

	

 	
 	

Name:	
 	

Luke B. Evnin

	

 	
 	

Title:	
 	

Manager

	

 	
 	
MPM BIOVENTURES GMBH & CO.

PARALLEL-BETEILIGUNGS KG
	

 	
 	
By:	
 	

MPM Asset Management II, L.P.,

in its capacity as the Special Limited Partner
	

 	
 	

By:	
 	

MPM Asset Management II LLC,

its General Partner
	

 	
 	

By:	
 	

/s/ LUKE B. EVNIN

	

 	
 	

Name:	
 	

Luke B. Evnin

	

 	
 	

Title:	
 	

Manager





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
MPM ASSET MANAGEMENT INVESTORS

2000 B LLC
	

 	
 	
By:	
 	

/s/ LUKE B. EVNIN

	

 	
 	

Name:	
 	

Luke B. Evnin

	

 	
 	

Title:	
 	

Manager





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
INTERWEST PARTNERS VII, L.P.
	

 	
 	
By:	
 	

/s/ W. STEPHEN HOLMES

	

 	
 	

Name:	
 	

W. Stephen Holmes

	

 	
 	

Title:	
 	

Managing Director

	

 	
 	
INTERWEST INVESTORS VII, L.P.
	

 	
 	
By:	
 	

/s/ W. STEPHEN HOLMES

	

 	
 	

Name:	
 	

W. Stephen Holmes

	

 	
 	

Title:	
 	

Managing Director





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
GC&H INVESTMENTS
	

 	
 	
By:	
 	

/s/ KENNETH L. GUERNSEY

	

 	
 	

Name:	
 	

Kenneth L. Guernsey

	

 	
 	

Title:	
 	

Executive Partner

	

 	
 	
GC&H INVESTMENTS, LLC
	

 	
 	
By:	
 	

/s/ KENNETH L. GUERNSEY

	

 	
 	

Name:	
 	

Kenneth L. Guernsey

	

 	
 	

Title:	
 	

Managing Member





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
DAVID F. HALE AND LINDA C. HALE

AS TRUSTEES UDT DATED FEBRUARY 28, 1986
	
 	
 	

 	
 	

/s/ DAVID F. HALE

	

 	
 	

By:	
 	

David F. Hale, Trustee





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
DLJ CAPITAL CORP.
	

 	
 	
/s/ KATHLEEN LAPORTE

	 	 	By:	 	Kathleen LaPorte
	 	 	Its:	 	Managing Director
	

 	
 	
SPROUT ENTREPRENEURS FUND, L.P.
	

 	
 	
By:	
 	

DLJ Capital Corp.
	 	 	Its:	 	General Partner
	

 	
 	

/s/ KATHLEEN LAPORTE

	 	 	By:	 	Kathleen LaPorte
	 	 	Its:	 	Managing Director
	

 	
 	
SPROUT CAPITAL IX, L.P.
	

 	
 	
By:	
 	

DLJ Capital Corp.
	 	 	Its:	 	Managing General Partner
	

 	
 	

/s/ KATHLEEN LAPORTE

	 	 	By:	 	Kathleen LaPorte
	 	 	Its:	 	Managing Director
	

 	
 	
SPROUT IX PLAN INVESTORS, L.P.
	

 	
 	
By:	
 	

DLJ LBO Plans Management Corporation II
	 	 	Its:	 	General Partner
	

 	
 	

/s/ KATHLEEN LAPORTE

	 	 	By:	 	Kathleen LaPorte
	 	 	Its:	 	Attorney in fact




[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
 HEINZ W. GSCHWEND & CYNTHIA T. HEALY, TRUSTEES OF THE H.W. GSCHWEND & C.T. HEALY REVOCABLE TRUST
	

 	
 	

 	
 	
/s/ HEINZ W. GSCHWEND

	 	 	By:	 	Heinz W. Gschwend, Trustee




[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
LB I GROUP INC.
	

 	
 	
By:	
 	

/s/ JOHN CHAMBERS

	

 	
 	

Name:	
 	

John Chambers

	

 	
 	

Title:	
 	

Managing Director





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST
	

 	
 	

 	
 	
/s/ GARY STEINBERG

	 	 	By:	 	Gary Steinberg

Chief Investment Officer




[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
ITOCHU CORPORATION
	

 	
 	

 	
 	
/s/ EIZO KOBAYASHI

	 	 	By:	 	Eizo Kobayashi

Managing Director




[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
MAVERICK FUND, L.D.C.
	

 	
 	
By:	
 	

Maverick Capital, Ltd.
	 	 	Its:	 	Investment Advisor
	

 	
 	

By:	
 	

/s/ SHARYL ROBERTSON

	

 	
 	

Name:	
 	

Sharyl Robertson

	

 	
 	

Title:	
 	

CFO

	

 	
 	
MAVERICK FUND USA, LTD.
	

 	
 	
By:	
 	

Maverick Capital, Ltd.
	 	 	Its:	 	Investment Advisor
	

 	
 	

By:	
 	

/s/ SHARYL ROBERTSON

	

 	
 	

Name:	
 	

Sharyl Robertson

	

 	
 	

Title:	
 	

CFO

	

 	
 	
MAVERICK FUND II, LTD.
	

 	
 	
By:	
 	

Maverick Capital, Ltd.
	 	 	Its:	 	Investment Advisor
	

 	
 	

By:	
 	

/s/ SHARYL ROBERTSON

	

 	
 	

Name:	
 	

Sharyl Robertson

	

 	
 	

Title:	
 	

CFO





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 









	 	 	INVESTORS:
	

 	
 	
PAN-PACIFIC VENTURE CAPITAL CO., LTD.
	

 	
 	
By:	
 	

/s/ DAVID Y. S. CHAO

	

 	
 	

Name:	
 	

David Y. S. Chao

	

 	
 	

Title:	
 	

President





[SIGNATURE PAGE TO

AMENDED AND RESTATED INVSTORS' RIGHTS AGREEMENT] 







Exhibit A

INVESTORS  


SERIES A PREFERRED STOCK:  



Sankyo
Company, Ltd.

SICOR Inc. 




SERIES B PREFERRED STOCK:  



Sankyo
Company, Ltd. 




SERIES C PREFERRED STOCK:  



MPM
Bioventures II, L.P.

MPM Bioventures II-QP, L.P.

MPM Bioventures GmbH & Co. Parallel-Beteiligungs KG

MPM Asset Management Investors 2000 B LLC

InterWest Partners VII, L.P.

InterWest Investors VII, L.P.

GC&H Investments 




SERIES D PREFERRED STOCK:  



MPM
Bioventures II, L.P.

MPM Bioventures II-QP, L.P.

MPM Bioventures GmbH & Co. Parallel-Beteiligungs KG

MPM Asset Management Investors 2000 B LLC

InterWest Partners VII, L.P.

InterWest Investors VII, L.P.

GC&H Investments, LLC

David F. Hale and Linda C. Hale as Trustees UDT Dated February 28, 1986

DLJ Capital Corp.

Sprout IX Plan Investors, L.P.

Sprout Entrepreneurs Fund, L.P.

Sprout Capital IX, L.P. 




SERIES E PREFERRED STOCK:  



MPM
Bioventures II, L.P.

MPM Bioventures II-QP, L.P.

MPM Bioventures GmbH & Co. Parallel-Beteiligungs KG

MPM Asset Management Investors 2000 B LLC

InterWest Partners VII, L.P.

InterWest Investors VII, L.P.

DLJ Capital Corp.

Sprout IX Plan Investors, L.P.

Sprout Entrepreneurs Fund, L.P.

Sprout Capital IX, L.P.

Heinz W. Gschwend & Cynthia T. Healy, Trustees of the H.W. Gschwend & C.T. Healy Revocable Trust

LB I Group Inc.

Wellcome Trust Limited, as Trustee of the Wellcome Trust

ITOCHU Corporation

Maverick Fund, L.D.C.

Maverick Fund USA, Ltd.

Maverick Fund II, Ltd.

Pan-Pacific Venture Capital Co., Ltd. 












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Exhibit 4.11