Prepared by R.R. Donnelley Financial -- EX-10.6




 Exhibit 10.6 

REGISTRATION RIGHTS AGREEMENT 








 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
	1.	 	Definitions	  	 	1	  
			
	2.	 	Registration Rights	  	 	3	  
		 	2.1	  	Demand Registration	  	 	3	  
		 	2.2	  	Company Registration	  	 	4	  
		 	2.3	  	Underwriting Requirements	  	 	5	  
		 	2.4	  	Obligations of the Company	  	 	6	  
		 	2.5	  	Furnish Information	  	 	8	  
		 	2.6	  	Expenses of Registration	  	 	8	  
		 	2.7	  	Delay of Registration	  	 	8	  
		 	2.8	  	Indemnification	  	 	8	  
		 	2.9	  	Reports Under Exchange Act	  	 	10	  
		 	2.10	  	Limitations on Subsequent Registration Rights	  	 	11	  
		 	2.11	  	“Market Stand-off” Agreement	  	 	11	  
		 	2.12	  	Termination of Registration Rights	  	 	12	  
			
	3.	 	Miscellaneous	  	 	12	  
		 	3.1	  	Successors and Assigns	  	 	12	  
		 	3.2	  	Governing Law	  	 	13	  
		 	3.3	  	Counterparts	  	 	13	  
		 	3.4	  	Titles and Subtitles	  	 	13	  
		 	3.5	  	Notices	  	 	13	  
		 	3.6	  	Amendments and Waivers	  	 	13	  
		 	3.7	  	Severability	  	 	14	  
		 	3.8	  	Aggregation of Stock	  	 	14	  
		 	3.9	  	Entire Agreement	  	 	14	  
		 	3.10	  	Dispute Resolution	  	 	14	  
		 	3.11	  	Delays or Omissions	  	 	15	  
		 	3.12	  	Acknowledgment	  	 	15	  

 Schedule A - Schedule of Investors 

  
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 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT is made as of the 24th day of November, 2014, by and
among Ascendis Pharma A/S, a Danish public limited liability company (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

 RECITALS 

WHEREAS, the Company and the Investors are parties to the Investment Agreement of even date herewith (the “Investment
Agreement”); and 
 WHEREAS, in order to induce the Company to enter into the Investment Agreement and to induce the Investors
to invest funds in the Company pursuant to the Investment Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register Ordinary Shares issuable to the Investors
and shall govern certain other matters as set forth in this Agreement; 
 NOW, THEREFORE, the parties hereby agree as follows: 

1. Definitions. For purposes of this Agreement: 

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more
general partners or managing members of, or shares the same management company with, such Person. 
 1.2 “Damages” means
any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other applicable securities law, rule or regulation, insofar as such loss, damage, claim or liability
(or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; (ii) an 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 indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any other applicable securities law, or any rule or regulation promulgated under the Securities
Act, the Exchange Act, or any applicable securities law. 
 1.3 “Exchange Act” means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder. 
 1.4 “Excluded Registration” means (i) a
registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a compensatory warrant, stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction;
(iii) a registration on any form that 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; or (iv) a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being
registered. 
 1.5 “Form F-1” means such form under the Securities Act as in effect
on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC; provided, however that if the Company ceases to be a “Foreign Private Issuer” (as defined in the Securities Act and the
Exchange Act) and becomes eligible to use Form S-1 under the Securities Act, then all references to Form F-1 herein shall be deemed to be references to Form S-1. 

1.6 “Form F-3” means such form under the Securities Act as in effect on the date
hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC; provided, however that if the Company
ceases to be a “Foreign Private Issuer” (as defined in the Securities Act and the Exchange Act) and becomes eligible to use Form S-3 under the Securities Act, then all references to Form F-3 herein shall be deemed to be references to Form
S-3. 
 1.7 “Holder” means any holder of Registrable Securities who is a party to this Agreement. 

1.8 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic
partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. 

1.9 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement. 

1.10 “IPO” means the Company’s first underwritten public offering of its Ordinary Shares (or other securities) under the
Securities Act. 
 1.11 “Ordinary Shares” means the Company’s Ordinary Shares, nominal value DKK 1 per share.

 1.12 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other
entity. 
 1.13 “Preferred Stock” means, collectively, all shares of the Company’s Preference Shares, nominal value
DKK 1 per share. 
 1.14 “Registrable Securities” means (i) the Ordinary Shares issuable or issued upon
conversion of the Series D Preferred Stock; (ii) any Ordinary Shares, or any Ordinary Shares issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors
after the date hereof; and (iii) any Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in


  
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replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which
the applicable rights under this Agreement are not assigned pursuant to Subsection 3.1 of this Agreement. 
 1.15
“Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of Ordinary Shares that are Registrable Securities and the number of shares of Ordinary Shares issuable (directly or
indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities. 
 1.16 “SEC” means
the Securities and Exchange Commission. 
 1.17 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities
Act. 
 1.18 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act. 

1.19 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 1.20 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to
the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6. 

1.21 “Series D Preferred Stock” means the Company’s Preference D Shares, nominal value DKK 1 per share. 

1.22 “Shareholders’ Agreement” means the Restated and Amended Shareholders’ Agreement by and the Company and the
Investors (as defined therein) of even date herewith (as may be amended from time to time). 
 2. Registration Rights. The Company
covenants and agrees as follows: 
 2.1 Demand Registration. 

(a) Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from
Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated
aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within thirty (30) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and
(ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, use best efforts to file a Form F-3 registration statement under the Securities Act covering all
Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within ten (10) days of the date the Demand Notice is given, and in each case, subject to
the limitations of Subsection 2.1(b) and Subsection 2.3. 

  
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 (b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a
registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company
and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere
with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as
confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect
to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than thirty (30) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right
more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such thirty (30) day period other than an
Excluded Registration. 
 (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to
Subsection 2.1(a) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a
Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two
registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(c)
until such time as the applicable registration statement has been declared effective by the SEC. 
 2.2 Company Registration. If the
Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities
solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within ten (10) days after such notice is given by the
Company, the Company shall, subject to the provisions of Subsection 2.3, use best efforts to cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall
have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration.
The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6. 

  
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 2.3 Underwriting Requirements. 

(a) If, pursuant to Subsection 2.1, 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 Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating
Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as
provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s)
advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be
underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as
practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the
Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the
underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. 
 (b) In connection with any offering
involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept
the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total
number of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine
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 and the Company in their sole discretion
determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included
in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such
selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no
event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the


  
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number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO,
in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other shareholder’s securities are included in such offering. For purposes of the provision in this Subsection
2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and Affiliates of such Holder, or the estates and
Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with
respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 

(c) For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the
underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. 

2.4 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 commercially reasonable 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 a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one
hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Ordinary Shares (or other securities) of the Company, from selling any securities included in
such registration, and (ii) in the case of any registration of Registrable Securities on Form F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty
(120) day period shall be extended for up to three hundred sixty five (365) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 

(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 Securities Act in order to enable the disposition of all securities covered by such registration statement; 

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

  
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 (d) use its commercially reasonable 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 selling Holders; provided that the Company shall not be required to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriter(s) of such offering; 
 (f) use its commercially reasonable efforts to cause all such Registrable
Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; 

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration; 
 (h) promptly make available
for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders,
all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been
declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; 
 (j) use its
commercially reasonable efforts to obtain for the underwriters one or more “comfort” letters, dated the effective date of the related registration statement (and, if such registration includes an underwritten public offering, dated the
date of the closing under the underwriting agreement), signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters; and 

(k) use its commercially reasonable efforts to obtain for the underwriters on the date such securities are delivered to the underwriters for
sale pursuant to such registration a legal opinion of the Company’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and
such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. 

  
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 In addition, the Company shall ensure that, at all times after any registration statement
covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the
Exchange Act. 
 2.5 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 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 is reasonably required to effect the registration of such Holder’s Registrable Securities. 
 2.6
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including 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 $50,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by
the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request
of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn
registration),; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of
their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses. All Selling Expenses relating to Registrable Securities registered
pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

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

2.8 Indemnification. If 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 selling Holder, and the partners, members, officers,
directors, and shareholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each 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 Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in
connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity 

  
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agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information
furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration. 

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and 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, legal counsel and accountants for the Company, any underwriter (as defined in the
Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based
upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company
and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided,
however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from
the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder. 

(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including
any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying
party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been
given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the 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 action. 

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party
otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent


  
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jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this
Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in
each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each
of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect 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 allegedly untrue statement of a material fact, or the omission or alleged omission of 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; provided,
however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement,
and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and
provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from
the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder. 

(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. 

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten public offering, the obligations
of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

 2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 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 F-3, the Company shall: 

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times
after the effective date of the registration statement filed by the Company for the IPO; 
 (b) use commercially reasonable efforts to 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 (at any time after the Company has become subject to such reporting requirements); and 

  
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 (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon
request (i) to the extent accurate, 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 registration statement filed by
the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after the Company 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 Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting
requirements under the Exchange Act) or pursuant to Form F-3 (at any time after the Company so qualifies to use such form). 

2.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior
written consent of the Holders of at least 65% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective
holder to include such securities in any registration 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 such securities will not
reduce the number of the Registrable Securities of the Holders that are included. 
 2.11 “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus
relating to the registration by the Company for its own behalf of Ordinary Shares or any other equity securities under the Securities Act on a registration statement on Form F-1, and ending on the date specified by the Company and the managing
underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other
distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto),
(i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares held immediately before the effective date of the registration statement for such offering or (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of
Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall apply only to the IPO and, subject to customary qualifications and limitations, shall not apply to the sale of any shares to an
underwriter pursuant to an underwriting agreement or to the sale of 

  
 11 









 
shares purchased from an underwriter in connection with the IPO or purchased in the open market following the IPO, or the transfer of any shares to any trust for the direct or indirect benefit of
the Holder or an Immediate Family Member of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a
disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all shareholders individually owning more than one percent
(1%) of the Company’s outstanding Ordinary Shares (after giving effect to conversion into Ordinary Shares of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such
agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto. Subject to customary qualifications and
limitations, any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders. 

2.12 Termination of Registration Rights 

(a) The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections
2.1 or 2.2 shall terminate upon the earliest to occur of: 
 (b) the closing of a Change of Control, as such term is defined in
the Shareholders’ Agreement; 
 (c) such time as Rule 144 (or Regulation S) or another similar exemption under the Securities Act is
available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and 
 (d)
the fifth anniversary of the IPO. 
 3. Miscellaneous. 

3.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a
transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or
(iii) after such transfer, holds at least 50% of such Holder’s Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that
(x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such
transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of
Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or shareholder of a Holder; (2) who is a Holder’s 

  
 12 









 
Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the
transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action
under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 

3.2 Governing Law. This Agreement shall be governed by the internal law of the State of California. 

3.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.  
 3.4 Titles and Subtitles. The titles and subtitles used in
this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. 
 3.5 Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when
sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with
written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the
case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 3. If notice is given to the Company, a copy shall also be sent to
Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California, Attn: Alan C. Mendelson and Mark V. Roeder, with a copy to Mazanti-Andersen Korsø Jensen, Amaliegade 10, 1256 Copenhagen, Att.: Lars Lüthjohan Jensen; and if notice
is given to Investors, a copy shall also be given to K&L Gates, LLP, One Park Plaza, 12th Floor, Irvine CA 92614, Attn: David B. Allen. 

3.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of 65% of the Registrable Securities then outstanding; provided that any provision hereof
may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be 

  
 13 









 
amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or
waiver applies to all Investors in the same fashion. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any
amendment, termination, or waiver effected in accordance with this Subsection 3.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or
provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. 

3.7 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid,
legal, and enforceable to the maximum extent permitted by law. 
 3.8 Aggregation of Stock. All shares of Registrable Securities held
or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

 3.9 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. 

3.10 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of
California and to the jurisdiction of the United States District Court for the Northern District of California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any
suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of California or the United States District Court for the Northern District of California, and (c) hereby waive, and agree not to assert, by
way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that
the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. 

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE
OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER 

  
 14 









 
COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER
WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 

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. 
 3.11 Delays or Omissions. No delay or omission to exercise any right, power, or remedy
accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or
acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All
remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 
 3.12
Acknowledgment. The Company acknowledges that the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have
products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such
enterprise has products or services which compete with those of the Company. 
 [Remainder of Page Intentionally Left Blank] 

  
 15 









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

  

			
	COMPANY:
	
	ASCENDIS PHARMA A/S
		
	By:	 	 /s/ Michael Wolff Jensen / /s/ Jan Møller Mikkelsen

		
	Name:	 	 Michael Wolff Jensen / Jan Møller Mikkelsen

		
	Title:	 	 Chairman / CEO



 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

					
	INVESTORS:
		
		 	SOFINNOVA CAPITAL V FCPR
			
		 	By:	 	Sofinnova Capital V FCPR
			
		 	By:	 	 /s/ Rafaèle Tordjman

		 		 	Rafaèle Tordjman, Managing Member


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

					
	INVESTORS:
	
	SOFINNOVA VENTURE PARTNERS IX, L.P.
			
		 	By:	 	Sofinnova Management IX, L.L.C.
		 		 	its General Partner
			
		 	By:	 	 /s/ Jim Healy

		 		 	Jim Healy, Managing Member


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

							
	 INVESTORS:

	
	ORBIMED PRIVATE INVESTMENTS V, LP
				
		 		 	        By:	 	OrbiMed Capital GP V LLC,
		 		 		 	its General Partner
				
		 		 	        By:	 	OrbiMed Advisors LLC,
		 		 		 	its Managing Member
			
		 	By:	 	 /s/ Jonathan Silverstein

		 		 	Name: Jonathan Silverstein
		 		 	Title: Member


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

	
	INVESTORS:
	
	VIVO VENTURES VII, LLC
	
	General Partner of Vivo Ventures Fund VII, L.P.
	
	 /s/ Albert Cha

	Albert Cha
	Managing Member
	
	VIVO VENTURES VII, LLC
	General Partner of Vivo Ventures VII Affiliates
	Fund, L.P.
	
	 /s/ Albert Cha

	Albert Cha
	Managing Member


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

			
	INVESTORS:
		
		 	JANUS GLOBAL LIFE SCIENCES FUND
		
		 	 /s/ Andrew Acker

		 	By: Andrew Acker
		 	Its: Portfolio Manager


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

			
	INVESTORS:
		
		 	RA CAPITAL HEALTHCARE FUND, LP
		
		 	 /s/ Peter Kolchinsky

		 	Name: Peter Kolchinsky
		 	Title: Manager


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

					
	        INVESTORS:
	
	ROCK SPRINGS CAPITAL MASTER FUND LP
			
		 	By:	 	Rock Springs GP LLC
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Graham McPhall

			
		 	Name:	 	Graham McPhall
			
		 	Title:	 	Managing Director, Rock Springs Capital


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

					
		 		 	INVESTORS:
	
	NEW EMERGING MEDICAL OPPORTUNITIES FUND II, L.P.
		
		 	By: its investment Manager, Sectoral Asset Management Inc.
			
		 		 	 /s/ Michael Sjostrom

		 		 	Name: Michael Sjostrom
		 		 	Title: Chief Investment Officer


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








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

  

			
	INVESTORS:
	
	VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P.
	By:	 	VHCP Management II, LLC
	Its:	 	General Partner
	
	VHCP CO-INVESTMENT HOLDINGS II, LLC
	By:	 	VHCP Management II, LLC
	Its:	 	Manager
		
	By:	 	 /s/ David L. Stepp

		 	David L. Stepp
		 	Authorized Signatory


 SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT 








 SCHEDULE A 

INVESTORS 
 Name,
Address, Phone and Email 
  
  

Sofinnova Venture Partners IX, L.P. 
 3000 Sand Hill
Road, Bldg 4, Suite 250 
 Menlo Park, CA 94025 

Phone: 650-681-8430 
 Fax: 650-322-2037 

hooman@sofinnova.com 
 OrbiMed Private
Investments V, LP 
 601 Lexington Avenue (at 53rd Street) 

54th Floor 
 New York, NY 10022-4629 

Phone: 212-739-6400 
 CoonD@OrbiMed.com 

Vivo Ventures Fund VII, LP 
 Vivo Ventures VII
Affiliates Fund, LP 
 575 High Street, Suite 201 

Palo Alto, CA 94301 
 Phone: 650-688-0818 

Fax: 650-688-0815 
 acha@vivocapital.net 

Janus Global Life Sciences Fund 
 c/o Janus Capital
Management LLC 
 151 Detroit Street 
 Denver, CO
80403 
 Phone: 303-336-4358 
 Fax: 303-316-5728

 Andy.acker@janus.com 
 Sofinnova Capital V
FCPR 
 18, rue du 4 Septembre 
 75002 Paris

 France 
 RA Capital Healthcare Fund, LP

 20 Park Plaza, Suite 1200 
 Boston, MA 02116

 Phone: 617-778-2513 
 Fax: 617-778-2510

 rshah@racap.com 

SCHEDULE A TO REGISTRATION RIGHTS AGREEMENT









 Rock Springs Capital Master Fund LP 

650 S Exeter St. 
 Baltimore, MD 21202 

Phone: (410) 220-0129 

evans@rockspringscapital.com 
 New Emerging
Medical Opportunities Fund II, L.P. 
 1000 Sherbrooke Street West, Suite 2120 

Montreal, Quebec, H3A 3G4 Canada 
 Phone: 1-514-849-8777

 Fax: 1-514-849-6777 
 maha@secotral.com

 Venrock Healthcare Capital Partners II, L.P. 

3340 Hillview Avenue 
 Palo Alto, CA 94304 

Phone: 650-475-3741 
 ssouther@venrock.com

 SCHEDULE A TO REGISTRATION RIGHTS
AGREEMENT