Exhibit 10.01
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of August 15,
2005 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, together
with their permitted transferees (each, an "Investor" and collectively, the
"Investors").
RECITALS:
A.
The Company and the Investors are executing
and delivering this Agreement in reliance upon the exemption from securities
registration afforded by Section 4(2) of the Securities Act and Rule 506 under
Regulation D.
B.
The Investors desire, upon the terms and
conditions stated in this Agreement, to purchase shares of the Company's Common
Stock (the "Common Shares") and warrants, in the form of Exhibit A hereto, to
purchase such number of shares of the Company's Common Stock equal to 50% of the
Common Shares purchased by the Investors, rounded up to the nearest whole share
(the "Warrants," and collectively with the Common Shares, the "Securities"), for
an aggregate purchase price of at least Ten Million Dollars ($10,000,000) and
not to exceed Twenty-Five Million Dollars ($25,000,000).
The purchase price per
share of the Common Shares is $3.77, which is equal to the per share closing bid
as reported on Nasdaq for the trading day immediately preceding the date of this
Agreement, or, if this Agreement is entered into after 4:00 p.m. Eastern
Standard Time, the day of this Agreement.
The purchase price for each Warrant
is $.125 multiplied by the number of Shares of Common Stock purchasable under
each Warrant (the "Warrant Shares").
C.
Contemporaneously with the execution and
delivery of this Agreement, the parties hereto are executing and delivering a
Registration Rights Agreement under which the Company has agreed to provide
certain registration rights under the Securities Act, the rules and regulations
promulgated thereunder and applicable state securities laws.
D.
The capitalized terms used herein and not
otherwise defined have the meanings given them in Article IX hereof.
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 Investors hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF SECURITIES
1.1
PURCHASE AND SALE OF SECURITIES.
ON THE
CLOSING DATE, SUBJECT TO THE TERMS OF THIS AGREEMENT AND THE SATISFACTION OR
WAIVER OF THE CONDITIONS SET FORTH IN ARTICLES VI AND VII HEREOF, THE COMPANY
WILL ISSUE AND SELL TO EACH INVESTOR, AND EACH INVESTOR WILL (ON A SEVERAL AND
NOT A JOINT BASIS) PURCHASE FROM THE COMPANY, THE NUMBER OF SECURITIES SET FORTH
BENEATH SUCH INVESTOR'S NAME ON THE SIGNATURE PAGES HEREOF.
1.2
PAYMENT.
AT OR PRIOR TO THE CLOSING, EACH
INVESTOR WILL PAY THE PURCHASE PRICE FOR THE NUMBER OF SECURITIES SET FORTH
BENEATH ITS NAME ON THE SIGNATURE PAGES HEREOF, BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH THE WIRE INSTRUCTIONS SET FORTH
ON EXHIBIT B HERETO.
SUCH FUNDS SHALL