Exhibit 10.2
Execution Copy
Novartis Pharma AG
AND
Momenta Pharmaceuticals, Inc.
INVESTOR RIGHTS AGREEMENT
TABLE OF CONTENTS
Page
1.
Definitions
1
2.
Company Registration
3
3.
Obligations of the Company
4
4.
Furnish Information
6
5.
Underwriting Requirements; Company Registration
7
6.
Company Registration Expenses
9
7.
Demand Registrations
9
8.
Underwriting Requirements; Demand Registrations
11
9.
Expenses of Demand Registration
11
10.
Indemnification
11
11.
Transfer of Registration Rights
14
12.
Mergers, Etc.
14
13.
Future Events
15
14.
Termination
16
15.
Stand-Off Agreement
16
16.
Other Registration Rights Agreements
16
17.
Inspection
16
18.
Standstill
16
19.
No Required Sale
18
20.
Legends
18
21.
Notices
18
22.
Miscellaneous
19
i
INVESTOR RIGHTS AGREEMENT
THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of July 25, 2006,
by and between Novartis Pharma AG (the "Investor"), a corporation organized
under the laws of Switzerland, with its principal place of business at
Lichtstraße 35, CH 4058 Basel BS, and Momenta Pharmaceuticals, Inc. (the
"Company"), a Delaware corporation with its principal place of business at 675
West Kendall Street, Cambridge, Massachusetts 02142.
WHEREAS, the Company proposes to issue and sell to the Investor shares of its
Common Stock, par value $0.0001 per share (the "Common Stock"), pursuant to the
Stock Purchase Agreement dated as of July 25, 2006 (the "Purchase Agreement");
and
WHEREAS, as a condition to consummating the transactions contemplated by the
Purchase Agreement, the Investor and the Company have agreed upon registration
rights and certain other rights and restrictions as set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.
Definitions.
As used in this Agreement, the following terms
shall have the following meanings:
(A)
THE TERM "AFFILIATE" MEANS, WITH RESPECT TO ANY PERSON, ANY OTHER PERSON
THAT DIRECTLY OR INDIRECTLY, CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON
CONTROL WITH SUCH PERSON.
FOR THE PURPOSES OF THIS DEFINITION, "CONTROL"
(INCLUDING WITH CORRELATIVE MEANINGS, THE TERMS "CONTROLLED BY" AND "UNDER
COMMON CONTROL WITH") SHALL MEAN THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE
POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF SUCH
PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES OR BY CONTRACT OR
OTHERWISE.
(B)
THE TERM "AGREEMENT" SHALL HAVE THE MEANING SET FORTH IN THE PREAMBLE TO
THIS AGREEMENT.
(C)
THE TERM "COLLABORATION AND LICENSE AGREEMENT" MEANS THAT CERTAIN
COLLABORATION AND LICENSE AGREEMENT TO BE ENTERED INTO BETWEEN THE COMPANY AND
THE INVESTOR CONTEMPLATED BY THE MEMORANDUM OF UNDERSTANDING AMONG THE COMPANY
AND THE INVESTOR (OR AN AFFILIATE OF THE INVESTOR) DATED THE DATE HEREOF.
(D)
THE TERM "COMMON STOCK" SHALL HAVE THE MEANING SET FORTH IN THE RECITALS TO
THIS AGREEMENT.
(E)
THE TERM "DEMAND REGISTRATION REQUEST" HAS THE MEANING SET FORTH IN SECTION
7.
(F)
THE TERM "EFFECTIVENESS PERIOD" HAS THE MEANING SET FORTH IN SECTION 3(A).
(G)
THE TERM "EXCHANGE