Exhibit 10.02
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of August 15, 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 the investors named on the signature
pages hereto (the "Initial Investors").
RECITALS:
A.
In connection with the Securities Purchase
Agreement dated August 15, 2005 between the Initial Investors 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 Initial
Investors 4,651,869 shares of the Company's Common Stock (the "Common Shares")
and warrants to purchase up to 3,023,719 shares of the Company's Common Stock,
subject to adjustment (the "Warrants" and, collectively with the Common Shares,
the "Securities").
B.
In order to induce the Initial Investors
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 the Initial Investors 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
"INVESTORS" MEANS THE INITIAL INVESTORS AND
ANY OF THEIR 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 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 INVESTORS 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 UNDER
ANY THEN-OUTSTANDING WARRANTS, OR (III) THE DATE ON WHICH ALL THE REGISTRABLE
SECURITIES MAY BE IMMEDIATELY SOLD BY THE INVESTORS WITHOUT REGISTRATION AND
WITHOUT RESTRICTION AS TO THE NUMBER OF REGISTRABLE SECURITIES TO BE SOLD,
PURSUANT TO RULE 144 OR OTHERWISE.
1.6
"REGISTRATION STATEMENT" MEANS A
REGISTRATION STATEMENT OF THE