ENFORCEABILITY OF ANY OTHER PROVISION
HEREOF.
11.6
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
PURCHASE AGREEMENT (INCLUDING ALL SCHEDULES AND EXHIBITS THERETO) CONSTITUTE THE
ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF.
THERE ARE NO RESTRICTIONS, PROMISES, WARRANTIES OR
UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN OR THEREIN.
THIS
AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF.
11.7
SUCCESSORS AND ASSIGNS.
SUBJECT TO THE
REQUIREMENTS OF ARTICLE IX HEREOF, THIS AGREEMENT INURES TO THE BENEFIT OF AND
IS BINDING UPON THE SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES HERETO.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, INCLUDING, WITHOUT LIMITATION,
ARTICLE IX, THE RIGHTS OF AN INVESTOR HEREUNDER ARE ASSIGNABLE TO AND
EXERCISABLE BY A BONA FIDE PLEDGEE OF THE REGISTRABLE SECURITIES IN CONNECTION
WITH AN INVESTOR'S MARGIN OR BROKERAGE ACCOUNTS.
11.8
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND DO NOT AFFECT
ITS INTERPRETATION.
14
11.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
TWO OR MORE COUNTERPARTS, EACH OF WHICH IS DEEMED AN ORIGINAL BUT ALL OF WHICH
CONSTITUTE ONE AND THE SAME AGREEMENT.
THIS AGREEMENT, ONCE EXECUTED BY A
PARTY, MAY BE DELIVERED TO THE OTHER PARTY HERETO BY FACSIMILE TRANSMISSION, AND
FACSIMILE SIGNATURES ARE BINDING ON THE PARTIES HERETO.
11.10
FURTHER ASSURANCES.
EACH PARTY WILL DO AND PERFORM,
OR CAUSE TO BE DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND WILL
EXECUTE AND DELIVER ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND
DOCUMENTS, AS ANOTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE
INTENT AND ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
11.11
CONSENTS.
UNLESS OTHERWISE PROVIDED IN THIS
AGREEMENT, ALL CONSENTS AND OTHER DETERMINATIONS TO BE MADE BY THE INVESTORS
PURSUANT TO THIS AGREEMENT WILL BE MADE BY THE INVESTORS HOLDING A MAJORITY IN
INTEREST OF THE REGISTRABLE SECURITIES.
11.12
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS
AGREEMENT IS DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY
PARTY.
15
IN WITNESS WHEREOF, the undersigned Investors and the Company have caused this
Registration Rights Agreement to be duly executed as of the date first above
written.
COMPANY:
SONUS PHARMACEUTICALS, INC.
By:
/s/ Michael A. Martino
Name:
Michael A. Martino
Title:
President and CEO
16
OMNIBUS SIGNATURE PAGE TO
SONUS PHARMACEUTICALS, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration Rights Agreement
to which this Signature Page is attached, which, together with all counterparts
of the Agreement and Signature Pages of the other parties named in said
Agreement, shall constitute one and the same document in accordance with the
terms of the Agreement.
Sign Name:
Print Name:
Address:
Telephone:
Facsimile:
Number of Common Shares:
Number of Warrant Shares:
17
ANNEX A
Sonus Pharmaceuticals, Inc.
Selling