Exhibit 10.37
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of October 17, 2005 (this
"Agreement"), is made by and among Sonus Pharmaceuticals, Inc., a Delaware
corporation, with headquarters located at 22026 20th Avenue S.E., Bothell,
Washington 98021 (the "Company"), and Schering AG, a German corporation
("Schering AG"), and Schering Berlin Venture Corporation, a Delaware corporation
("SBVC", and collectively with Schering AG, the "Investor").
RECITALS:
A.
In connection with the Securities Purchase Agreement dated October
17, 2005 between the Investor and the Company (the "Purchase Agreement"), the
Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to issue and sell to the Investor 3,900,000 shares of the Company's
Common Stock (the "Common Shares") and a warrant to purchase up to 975,000
shares of the Company's Common Stock, subject to adjustment (the "Warrant" and
collectively with the Common Shares, the "Securities").
B.
In order to induce Investor to execute and deliver the Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act and applicable state securities laws with respect to the
Securities.
In consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Investor hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used and not otherwise defined herein have the respective
meanings given them set forth in the Purchase Agreement.
In addition, as used
in this Agreement, the following terms have the following meanings:
1.1
"CLOSING DATE" MEANS THE DATE ON WHICH THE PURCHASE OF THE
SECURITIES IS CONSUMMATED PURSUANT TO THE PURCHASE AGREEMENT.
1.2
"COMMON SHARES" MEANS THE SHARES OF COMMON STOCK SOLD PURSUANT TO
THE PURCHASE AGREEMENT.
1.3
"INVESTOR" MEANS INVESTOR AND ANY OF ITS TRANSFEREES OR ASSIGNEES
WHO AGREE TO BECOME BOUND BY THE PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH
ARTICLE IX HEREOF.
1.4
"REGISTRABLE SECURITIES" MEANS THE COMMON SHARES AND THE WARRANT
SHARES, AND ANY SHARES OF CAPITAL STOCK ISSUED OR ISSUABLE FROM TIME TO TIME
(WITH ANY ADJUSTMENTS) IN EXCHANGE FOR OR OTHERWISE WITH RESPECT TO THE COMMON
SHARES OR THE WARRANT SHARES (INCLUDING SHARES ISSUED PURSUANT TO SECTION 2.2
HEREOF).
1.5
"REGISTRATION PERIOD" MEANS THE PERIOD BETWEEN THE DATE OF THIS
AGREEMENT AND THE EARLIER OF (I) THE DATE ON WHICH (X) ALL OF THE REGISTRABLE
SECURITIES HAVE BEEN SOLD BY THE INVESTOR PURSUANT TO THE REGISTRATION STATEMENT
AND (Y) ARE FREELY TRADABLE UNDER THE SECURITIES ACT (EXCEPT THAT THIS CLAUSE
(Y) SHALL NOT APPLY WITH RESPECT TO SHARES SOLD TO AFFILIATES) AND NO FURTHER
REGISTRABLE SECURITIES MAY BE ISSUED IN THE FUTURE, (II) THE SECOND ANNIVERSARY
OF THE LAST DATE ON WHICH WARRANT SHARES ARE PURCHASED FOR CASH UNDER THE
WARRANT, OR (III) THE DATE ON WHICH ALL THE REGISTRABLE SECURITIES MAY BE
IMMEDIATELY SOLD BY THE INVESTOR WITHOUT REGISTRATION AND WITHOUT RESTRICTION AS
TO THE NUMBER OF REGISTRABLE SECURITIES TO BE SOLD, PURSUANT TO RULE 144 OR
OTHERWISE.
1.6
"REGISTRATION