-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AFz9DdHk+Fm7vUmF7p60shuvZTq9Ce3CdZRYoIT825idWp/f8tLrpiUgP7PpLZW3 1O7+1nSxpopqJKsUMMyPkw== 0000950142-99-000577.txt : 19990802 0000950142-99-000577.hdr.sgml : 19990802 ACCESSION NUMBER: 0000950142-99-000577 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990730 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEUKOSITE INC CENTRAL INDEX KEY: 0000915320 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043173859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51509 FILM NUMBER: 99673756 BUSINESS ADDRESS: STREET 1: 215 FIRST ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176219350 MAIL ADDRESS: STREET 1: 215 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERSEUS CAPITAL LLC CENTRAL INDEX KEY: 0001090098 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522032190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1627 I ST NW STREET 2: STE 610 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2024520101 MAIL ADDRESS: STREET 1: 1627 I ST NW STREET 2: STE 610 CITY: WASHINGTON STATE: DC ZIP: 20006 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LEUKOSITE, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 52728R 102 (CUSIP Number) Kenneth M. Socha, Esq. Perseus Capital, LLC The Army and Navy Club Building 1627 I Street, N.W., Suite 610 Washington D.C. 20006 Tel. No.: (202) 452-0101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to Bruce A. Gutenplan, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 July 20, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) Continued on the following page(s) Page 1 of 21 Pages Exhibit Index: Page 21 CUSIP No. 52728R 102 Page 2 of 21 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON Perseus Capital, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,447,595(1) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,447,595(1) PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,447,595(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON* OO - --------------- (1) Please see Item 5 for a description of each of the Reporting Persons (as defined herein) interest in the Company (as defined herein). * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 52728R 102 Page 3 of 21 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON Perseus Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,447,595(1) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,447,595(1) WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,447,595(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON* OO - --------------- (1) Please see Item 5 for a description of each of the Reporting Persons (as defined herein) interest in the Company (as defined herein). * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 52728R 102 Page 4 of 21 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON Perseus, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,447,595(1) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,447,595(1) WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,447,595(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON* OO - --------------- (1) Please see Item 5 for a description of each of the Reporting Persons (as defined herein) interest in the Company (as defined herein). * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 52728R 102 Page 5 of 21 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON Rappahannock Investment Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,447,595(1) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,447,595(1) WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,447,595(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON* CO - --------------- (1) Please see Item 5 for a description of each of the Reporting Persons (as defined herein) interest in the Company (as defined herein). * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 52728R 102 Page 6 of 21 Pages SCHEDULE 13D 1 NAME OF REPORTING PERSON Frank H. Pearl (in the capacity described herein) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,447,595(1) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,447,595(1) WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,447,595(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON* IN - --------------- (1) Please see Item 5 for a description of each of the Reporting Persons (as defined herein) interest in the Company (as defined herein). * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 52728R 102 Page 7 of 21 Pages Item 1. Security and Issuer. This Statement on Schedule 13D relates to the Common Stock, par value $.01 (the "Common Stock"), of LeukoSite, Inc., a Delaware corporation (the "Company"), whose principal executive office is located at 215 First Street, Cambridge, MA 02142. This statement on Schedule 13D is being filed by the Reporting Persons (as defined below) to report the acquisition by Perseus Capital, LLC of more than 5% of the outstanding shares of the Company, as a result of which each of the Reporting Persons may be deemed the beneficial owner of more than 5% of the outstanding shares of the Company. Item 2. Identity and Background. (a), (b), (c) and (f). This Statement on Schedule 13D is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Perseus Capital, LLC, a Delaware limited liability company (the "Purchaser"); (ii) Perseus Management, LLC, a Delaware limited liability company ("Perseus Management"); (iii) Perseus, LLC, a Delaware limited liability company ("Perseus"); (iv) Rappahannock Investment Company, a Delaware corporation ("Rappahannock"); and (v) Mr. Frank H. Pearl ("Mr. Pearl"). The Purchaser was formed in order to make, manage and sell or otherwise dispose of investments in various companies selected by Perseus Management and to fulfill such other purposes as may be determined by Perseus CUSIP No. 52728R 102 Page 8 of 21 Pages Management from time to time. Set forth on Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of executive officers of the Purchaser. Perseus Management is the sole manager of the Purchaser. Perseus Management, in its capacity as the sole manager of the Purchaser, has discretion to direct the investment and voting decisions of the Purchaser and as such Perseus Management may be deemed a beneficial owner of the Common Stock held for the account of the Purchaser. Perseus Management was formed in order to manage the Purchaser and to make investments through the Purchaser and to fulfill such other purposes as may be determined by Perseus from time to time. Set forth on Annex B hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of executive officers of Perseus Management. Perseus is the sole manager of Perseus Management. Perseus, in its capacity as the sole manager of Perseus Management, has discretion to direct the investment and voting decisions of Perseus Management and as such Perseus may be deemed a beneficial owner of the Common Stock held for the account of the Purchaser. Perseus was formed in order to engage in the acquiring, holding and disposing of investments in various companies for investment purposes. Set forth on Annex C hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of executive officers of Perseus. Rappahannock is the sole member of Perseus. Rappahannock, in its capacity as the sole member of Perseus, has discretion to direct the investment and voting decisions of Perseus and as such Rappahannock may be deemed a beneficial owner of the Common Stock held for the account of the Purchaser. Rappahannock CUSIP No. 52728R 102 Page 9 of 21 Pages was formed in order to engage in the acquiring, holding and disposing of investments in various companies for investment purposes. Mr. Pearl is the sole shareholder and sole director of Rappahannock. Mr. Pearl, by virtue of his capacity as the sole shareholder and sole director of Rappahannock, has discretion to direct the investment and voting decisions of Rappahannock and as such may be deemed a beneficial owner of the Common Stock held for the account of the Purchaser. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, (i) Perseus Management, (ii) Perseus, (iii) Rappahannock and (iv) Mr. Pearl each may be deemed a beneficial owner of the Common Stock held for the account of the Purchaser. The address of the principal business and principal offices of (i) the Purchaser, (ii) Perseus Management, (iii) Perseus, (iv) Rappahannock and (v) Mr. Pearl is The Army and Navy Club Building, 1627 I Street, N.W., Suite 610, Washington D.C. 20006. The present principal occupation or employment of Mr. Pearl is as an executive officer of Perseus and its related entities. Mr. Pearl is a United States citizen. The executive officers of Rappahannock are Mr. Pearl, Chairman, Mr. Kenneth M. Socha ("Mr. Socha"), Senior Vice President, and Mr. Rodd Macklin ("Mr. Macklin"), Controller and Secretary. The address of the principal business and principal offices of Messrs. Socha and Macklin is The Army and Navy Club Building, 1627 I Street, N.W., Suite 610, Washington D.C. 20006. The present principal occupation or employment of each of Messrs. Socha and Macklin is as executive CUSIP No. 52728R 102 Page 10 of 21 Pages officers of Perseus and its related entities. Each of Messrs. Socha and Macklin is a United States citizen. (d) and (e). Except as otherwise disclosed below, during the past five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any individual otherwise identified in response to Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a Stock Purchase Agreement, dated as of June 22, 1999 (the "Stock Purchase Agreement"), between the Company and the Purchaser, the Company issued, and the Purchaser acquired from the Company, 1,030,928 shares of the Company's Common Stock for an aggregate purchase price of $10,000,000 (the "Purchase Price") and the source of which was capital contributions from the members of the Purchaser. The closing of the transaction contemplated by the Stock Purchase Agreement took place on July 20, 1999 (the "Closing Date"). The Common Stock (or securities derivative thereof) held for the account of the Purchaser may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The positions which may be held in CUSIP No. 52728R 102 Page 11 of 21 Pages the margin accounts, including the Common Stock (or securities derivative thereof), are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. Except as disclosed herein, the Reporting Persons have acquired the shares of Common Stock for investment purposes. A copy of the Stock Purchase Agreement is attached hereto as Exhibit 1 and incorporated by reference herein and a copy of the Registration Rights Agreement (the "Rights Agreement") is attached hereto as Exhibit 2 and incorporated herein by reference. Set forth below is a summary of the material terms of the Stock Purchase Agreement and Rights Agreement. The following summary is qualified in its entirety by reference to the Stock Purchase Agreement and Rights Agreement. Terms of the Stock Purchase Agreement Pursuant to the terms of the Stock Purchase Agreement, during the six (6) month period following the Closing Date, (a) the respective chief executive officers of the Company and the Purchaser shall, in good faith, discuss the identities of persons who shall be potential nominees (as a representative of the Purchaser) for a seat on the Board of Directors of the Company, (b) after such discussions in good faith the Purchaser shall, at its sole discretion, provide to the Company a list of the names of three to five persons who shall be such potential nominees and, (c) after such list shall have been provided by the Purchaser to the Company, the Company shall select one (1) person from such list and such person's name shall be brought to the next meeting of the full Board of the Company for consideration as a potential CUSIP No. 52728R 102 Page 12 of 21 Pages member of the Board; provided, that in the event that such person brought to the full Board is not approved as a member of the Board, then the parties agree that they shall be obligated to repeat the process set forth herein a second time. Terms of the Rights Agreement Pursuant to the Rights Agreement, the Company granted the Purchaser certain demand registration rights as described more fully in the Rights Agreement in connection with shares of Common Stock issued or issuable pursuant to the Stock Purchase Agreement ("Registrable Securities"). The purpose of such registration rights is to facilitate the Purchaser's ability to dispose of its Registrable Securities in a public sale and the grant of such registration rights to the Purchaser under the Rights Agreement does not represent any present intention on behalf of the Purchaser to dispose of any Registrable Securities to be covered by such a registration statement, although such rights may be exercised in the future. Additional Disclosure The Reporting Persons may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions, subject to availability of Common Stock at prices deemed favorable, the Company's business or financial condition and other factors and conditions the Reporting Persons deem appropriate. Alternatively, the Reporting Persons may sell all or a portion of the Common Stock issued pursuant to the Stock Purchase Agreement in privately negotiated transactions or in the open market pursuant to the exercise of certain registration rights granted pursuant to the Stock Purchase Agreement as described above, in each case subject to the factors and conditions referred to above and to the terms of the Stock Purchase Agreement and Rights Agreement, as the case may be. CUSIP No. 52728R 102 Page 13 of 21 Pages In addition, the Reporting Persons may formulate other purposes, plans or proposals regarding the Company or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors. Except as described in the Stock Purchase Agreement, or the Rights Agreement, and as otherwise set forth in this Schedule 13D, no Reporting Person or any individual otherwise identified in Item 2 has any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer or a material amount of assets of the Company or of any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. CUSIP No. 52728R 102 Page 14 of 21 Pages Item 5. Interest in Securities of the Issuer. (a) As set forth above, on July 20, 1999, the Company issued to the Purchaser, and the Purchaser acquired, 1,030,928 shares of Common Stock. On July 1, 1998, the Company issued to the Purchaser, and the Purchaser acquired, 416,667 shares of Common Stock. Accordingly, as of July 20, 1999, each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,447,595 shares of Common Stock which, based on calculations made in accordance with Rule 13d-3(d) and there being 12,918,306 shares of Common Stock outstanding on June 16, 1999 as disclosed by the Company to the Purchaser in the Stock Purchase Agreement, represents approximately 10.4% of the outstanding shares of Common Stock on a diluted basis in accordance with Rule 13d-3(d). (b) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Statement on Schedule 13D, each of the Reporting Persons may be deemed to have sole power to direct the voting and disposition of the 1,447,595 shares of Common Stock beneficially owned by the Purchaser. (c) Except as set forth above, no Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Item 2 hereof, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days. (d) The partners of the Purchaser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Securities held for the account of the Purchaser in accordance with their ownership interests in the Purchaser. CUSIP No. 52728R 102 Page 15 of 21 Pages Paragraph (e) of Item 5 of Schedule 13D is not applicable to this filing. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Common Stock of the Issuer. Pursuant to the Rights Agreement, which is attached hereto as Exhibit 2 and incorporated herein by reference, the Company has granted the Purchaser, among other things, the right, on the terms and conditions set forth therein, to require the Company to register for sale to the public the shares of Common Stock issued pursuant to the Stock Purchase Agreement. From time to time, each of the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time, to the extent permitted by applicable laws, each of the Reporting Persons may borrow securities, including the Common Stock (or securities derivative thereof), for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as described elsewhere in this Schedule 13D and as set forth in the Stock Purchase Agreement and Rights Agreement, copies of which are attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein by reference, to the best knowledge of the Reporting Persons, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the CUSIP No. 52728R 102 Page 16 of 21 Pages Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material To Be Filed as Exhibits. 1. Stock Purchase Agreement, dated as of June 22, 1999, among the Company and Perseus Capital, LLC, a Delaware limited partnership. 2. Registration Rights Agreement, dated July 20, 1999, among the Company and Perseus Capital, LLC, a Delaware limited partnership. 3. Joint Filing Agreement, dated July 30, 1999, among (i) Perseus Capital, LLC, (ii) Perseus Management, LLC, (iii) Perseus, LLC, (iv) Rappahannock Investment Company and (v) Mr. Frank H. Pearl. CUSIP No. 52728R 102 Page 17 of 21 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 30, 1999 PERSEUS CAPITAL, LLC By: /s/ KENNETH M. SOCHA -------------------- Name: Kenneth M. Socha Title: Executive Vice President PERSEUS MANAGEMENT, LLC By: /s/ KENNETH M. SOCHA -------------------- Name: Kenneth M. Socha Title: Executive Vice President PERSEUS, LLC By: /s/ KENNETH M. SOCHA -------------------- Name: Kenneth M. Socha Title: Executive Vice President RAPPAHANNOCK INVESTMENT COMPANY By: /s/ KENNETH M. SOCHA -------------------- Name: Kenneth M. Socha Title: Senior Vice President MR. FRANK H. PEARL By: /s/ FRANK H. PEARL ------------------ Name: Frank H. Pearl CUSIP No. 52728R 102 Page 18 of 21 Pages ANNEX A Executive Officers of Perseus Capital, LLC
Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Frank H. Pearl Executive officer of Perseus, The Army and Navy Club Chairman, President and Chief LLC and its related entities Building Executive Officer 1627 I Street, N.W., Suite 610 United States Washington D.C. 20006 Kenneth M. Socha Executive officer of Perseus, The Army and Navy Club Executive Vice President LLC and its related entities Building United States 1627 I Street, N.W., Suite 610 Washington D.C. 20006 Rodd Macklin Executive officer of Perseus, The Army and Navy Club Secretary and Treasurer LLC and its related entities Building United States 1627 I Street, N.W., Suite 610 Washington D.C. 20006
Except as otherwise disclosed elsewhere in this Schedule 13D, to the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Common Stock or securities derivative thereof. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock or securities derivative thereof. CUSIP No. 52728R 102 Page 19 of 21 Pages ANNEX B Executive Officers of Perseus Management, LLC
Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Frank H. Pearl Executive officer of Perseus, The Army and Navy Club Chairman, President and Chief LLC and its related entities Building Executive Officer 1627 I Street, N.W., Suite 610 United States Washington D.C. 20006 Kenneth M. Socha Executive officer of Perseus, The Army and Navy Club Executive Vice President LLC and its related entities Building United States 1627 I Street, N.W., Suite 610 Washington D.C. 20006 Rodd Macklin Executive officer of Perseus, The Army and Navy Club Secretary and Treasurer LLC and its related entities Building United States 1627 I Street, N.W., Suite 610 Washington D.C. 20006
Except as otherwise disclosed elsewhere in this Schedule 13D, to the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Common Stock or securities derivative thereof. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock or securities derivative thereof. CUSIP No. 52728R 102 Page 20 of 21 Pages ANNEX C Executive Officers of Perseus, LLC
Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Frank H. Pearl Executive officer of Perseus, The Army and Navy Club Chairman, President and Chief LLC and its related entities Building Executive Officer 1627 I Street, N.W., Suite 610 United States Washington D.C. 20006 Kenneth M. Socha Executive officer of Perseus, The Army and Navy Club Executive Vice President LLC and its related entities Building United States 1627 I Street, N.W., Suite 610 Washington D.C. 20006 Rodd Macklin Executive officer of Perseus, The Army and Navy Club Secretary and Treasurer LLC and its related entities Building United States 1627 I Street, N.W., Suite 610 Washington D.C. 20006
Except as otherwise disclosed elsewhere in this Schedule 13D, to the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Common Stock or securities derivative thereof. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock or securities derivative thereof. CUSIP No. 52728R 102 Page 21 of 21 Pages EXHIBIT INDEX 1. Stock Purchase Agreement, dated as of June 22, 1999, among the Company and Perseus Capital, LLC, a Delaware limited partnership. 2. Registration Rights Agreement, dated July 20, 1999, among the Company and Perseus Capital, LLC, a Delaware limited partnership. 3. Joint Filing Agreement, dated July 30, 1999, among (i) Perseus Capital, LLC, (ii) Perseus Management, LLC, (iii) Perseus, LLC, (iv) Rappahannock Investment Company and (v) Mr. Frank H. Pearl. EX-1 2 EXHIBIT 1 EXHIBIT 1 LEUKOSITE, INC. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of June 22, 1999 by and between (i) LEUKOSITE, INC., a Delaware corporation with its principal office at 215 First Street, Cambridge, Massachusetts 02142 (the "Company"), (ii) Perseus Capital LLC, a Delaware limited liability company, with its principal office at 1627 I N.W., Suite 610, Washington, D.C. 20006 (the "Purchaser") and (iii) any permitted assignee pursuant to Section 10.9(a) hereof. WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, an aggregate of 1,030,928 shares (the "Shares") of the authorized but unissued shares of common stock, $.01 par value per share, of the Company (the "Common Stock"), at an aggregate purchase price of $10,000,000, all upon the terms and subject to the conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings: (a) "Affiliate" of a party means any corporation or other business entity controlled by, controlling or under common control with, such party. For this purpose "control" shall include direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power or economic interest in such corporation or other business entity. (b) "Closing" shall have the meaning set forth in Section 2.2 of this Agreement. (c) "Closing Date" means the date of the Closing. (d) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder. (e) "Person" (whether or not capitalized) shall mean an individual, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof. (f) "Registration Rights Agreement" shall mean that certain Registration Rights Agreement, dated as of the date hereof, between the Company and the Purchaser, in the form attached hereto as Exhibit A. -2- (g) "SEC" shall mean the Securities and Exchange Commission. (h) "Securities" shall mean the Shares, any shares of Common Stock of the Company, any securities convertible into, exercisable for or exchangeable for shares of Common Stock or preferred stock of the Company, or any direct or indirect beneficial ownership in any rights, warrants or options to acquire, or in any securities convertible into or exchangeable for, any securities (voting or non-voting) of the Company. (i) "Securities Act" shall mean the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder. (j) "Voting Securities" shall mean any Securities which entitle the holder thereof to vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), directly or indirectly, alone or in concert with others on any matters for which the holder of such Securities is entitled to vote thereon. 2. Purchase and Sale of Shares. 2.1 Purchase and Sale. Subject to and upon the terms and conditions set forth in this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, at the Closing, the Shares at a purchase price of $9.70 per share. The aggregate purchase price payable by the Purchaser to the Company for all of the Shares shall be $10,000,000. 2.2 Closing. The closing of the transactions contemplated under this Agreement (the "Closing") shall take place at the Boston offices of Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts 02110 on such date and at such time as may be agreed upon between the Purchaser and the Company; provided, that the Closing Date shall be no earlier than the date on which the Company consummates its proposed acquisition (the "ProScript Acquisition") of ProScript, Inc., a Delaware corporation ("ProScript"), and no later than the date which is one (1) business day after the Company consummates the ProScript Acquisition. At the Closing, the Company shall deliver to the Purchaser a single stock certificate, registered in the name of the Purchaser, representing the number of shares of Common Stock purchased by the Purchaser, against payment of the purchase price therefor by wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing. 2.3 Perseus-Soros Management, LLC Fee. At the Closing, subject to and upon the terms and conditions set forth in this Agreement, the Company shall pay to Perseus, LLC, a Delaware limited liability company, a fee in an aggregate amount equal to $200,000, by wire transfer of immediately available funds to such account or accounts as Perseus, LLC shall designate in writing. 3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows: 3.1 Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material -3- adverse effect upon the Company. The Company has all requisite corporate power and authority to carry on its business as now conducted and to carry out the transactions contemplated hereby. 3.2 Capitalization. The authorized capital stock of the Company consists of (i) 25,000,000 shares of Common Stock, of which 12,918,306 shares were outstanding as of June 16, 1999, and (ii) 5,000,000 shares of preferred stock, of which no shares are outstanding on the date hereof. Except as set forth in Schedule 3.2 hereto, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of the Company or other equity interests in the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. 3.3 Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated herein and therein has been taken. When executed and delivered by the Company, each of this Agreement and the Registration Rights Agreement shall constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general equitable principles, and except as the same may be limited by the indemnification obligations of the Company under the Registration Rights Agreement. The Company has all requisite corporate power to enter into this Agreement and the Registration Rights Agreement and to carry out and perform its obligations under the terms of this Agreement and the Registration Rights Agreement. 3.4 Valid Issuance of the Shares. The Shares will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid and nonassessable and not subject to any encumbrances, preemptive rights or any other similar contractual rights of the stockholders of the Company or others. 3.5 Financial Statements. The Company has furnished to the Purchaser its audited Statements of Income, Stockholders' Equity and Cash Flows for each of the fiscal years ended December 31, 1997 and 1998, its audited Consolidated Balance Sheet as of December 31, 1998, its unaudited Statements of Income, Stockholders' Equity and Cash Flows for the period from January 1, 1999 to March 31, 1999, and its unaudited Balance Sheet as of March 31, 1999. All such financial statements are hereinafter referred to collectively as the "Financial Statements". The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, and fairly present, in all material respects, the financial position of the Company and the results of its operations as of the date and for the periods indicated thereon, except that the unaudited financial statements referred to above may not be in accordance with generally accepted accounting principles because of the absence of footnotes normally contained therein and are subject to normal year-end audit adjustments which, individually and in the aggregate, will not be material. Since March 31, 1999, there has been no material adverse change (actual or threatened) in the assets, liabilities (contingent or other), affairs, operations, prospects or condition (financial or other) of the Company. -4- 3.6 SEC Documents. The Company has furnished to the Purchaser, a true and complete copy of the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (the "Annual Report"), the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1999, and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the Company with the SEC during the period commencing March 31, 1999 and ending on the date hereof. The Company will, promptly upon the filing thereof, also furnish to the Purchaser all statements, reports (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to be furnished to the Purchaser pursuant to this sentence or pursuant to the next preceding sentence of this Section 3.6 being called, collectively, the "SEC Documents"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates. 3.7 Consents. Except for (i) the filing and effectiveness of any registration required to be filed by the Company under the Securities Act in connection with the exercise by the Purchaser of its rights under the Registration Rights Agreement and (ii) any required state "blue sky" law filings in connection with the transactions contemplated under such registration statement, all consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated herein and therein have been obtained and will be effective as of the Closing Date. 3.8 No Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under (i) any provision of the Certificate of Incorporation or By-laws of the Company or (ii) any agreement or instrument, permit, franchise, license, judgment, order, statute, law, ordinance, rule or regulation, applicable to the Company or its properties or assets. 3.9 Brokers or Finders. The Company has not dealt with any broker or finder in connection with the transactions contemplated by this Agreement, and the Company has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders' fees or agents commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby. 3.10 Nasdaq National Market. The Common Stock is listed on the Nasdaq National Market System, and there are no proceedings to revoke or suspend such listing. 3.11 Absence of Litigation. There is no pending (or to the best of the Company's knowledge, threatened) action, suit, proceeding or investigation against the Company or any of its direct or indirect subsidiaries. -5- 3.12 No Undisclosed Liabilities. Other than as disclosed on the Financial Statements delivered to Purchaser, since March 31, 1999, the Company has incurred no material liabilities or obligations, fixed or contingent, matured or unmatured or otherwise, except for liabilities or obligations that, individually or in the aggregate, do not or would not have a material adverse effect on the financial condition or business of the Company and its subsidiaries other than (a) liabilities and obligations arising in the ordinary course of business and (b) other liabilities disclosed in the schedules to this Agreement. 3.13 Contracts. All contracts, agreements and instruments required to be filed as an exhibit to the Annual Report are legal, valid, binding and in full force and effect and, to the knowledge of the Company, are enforceable by the Company in accordance with their respective terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (b) rules of law governing specific performance, injunctive relief or other equitable remedies, and (c) actions or omissions of Persons other than the Company, provided, however, that the Company has no knowledge of any material actions or omissions by such other Persons. Except as disclosed in the Annual Report and other than contracts or agreements relating exclusively to the Company's pre-clinical and clinical development and manufacturing activities, the Company has not granted rights to manufacture, produce, assemble, license, market or sell its products to any other person and is not bound by any contract or agreement that materially restricts the Company's exclusive right to develop, manufacture, assemble, distribute or sell its products. 3.14 Subsidiaries; Joint Ventures. The Company has no subsidiaries other than LeukoSite (U.K.) Limited, a company organized under the laws of England and Wales, and CytoMed, Inc., a Delaware corporation, each of which are wholly-owned subsidiaries of the Company, and does not otherwise own or control, directly or indirectly, any other Person, other than L&I Partners L.P., a Delaware limited partnership. Except as described in the Annual Report (including the Joint Venture Agreement (as defined below) as incorporated by reference thereto), the Company is not a participant in any joint venture, partnership, or similar arrangement material to its business. The Company is a party to a joint venture agreement (the "Joint Venture Agreement") with Ilex Oncology, Inc ("Ilex"). In the Company's judgement, and in the context of the Joint Venture Agreement, the Company's commercial working relationship with Ilex is satisfactory and, to the knowledge of the Company, (i) Ilex has not within the last twelve months threatened to cancel or otherwise terminate the Joint Venture Agreement with the Company in accordance with its terms, (ii) Ilex has not notified the Company of Ilex's intention to materially modify or amend the terms of the Joint Venture Agreement, and (iii) the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement will not materially adversely affect the relationship of the Company with Ilex. 3.15 Taxes. Each of the Company and any subsidiary of the Company has filed (or has had filed on its behalf) or will timely file or will cause to be timely filed, all material Tax Returns (as defined below) required by applicable law to be filed by it prior to or as of the date of the Closing, and such Tax Returns are, or will be at the time of filing, true, correct and complete in all material respects. Each of the Company and any subsidiary of the Company has paid (or has had paid on its behalf) or, where payment is not yet due, has established (or has had established on its behalf and for its sole benefit and recourse) or will establish or cause to be established in accordance with generally accepted accounting principles on or before the date of the Closing an adequate accrual for the payment of, all material Taxes (as defined below) due with respect to any period ending prior to or as of the date of the Closing. "Taxes" shall mean any and all taxes, charges, fees, levies or other assessments, including income, gross receipts, -6- excise, real or personal property, sales, withholding, social security, retirement, unemployment, occupation, use, goods and services, license, value added, capital, net worth, payroll, profits, franchise, transfer and recording taxes, fees and charges, and any other taxes, assessment or similar charges imposed by the Internal Revenue Service or any taxing authority (whether state, county, local or foreign) (each, a "Taxing Authority"), including any interest, fines, penalties or additional amounts attributable to or imposed upon any such taxes or other assessments. "Tax Return" shall mean any report, return, document, declaration or other information or filing required to be supplied to any Taxing Authority, including information returns, any documents with respect to accompanying payments of estimated Taxes, or with respect to or accompanying requests for extensions of time in which to file any such return, report, document, declaration or other information. There are no claims or assessments pending against the Company or any subsidiary of the Company for any material alleged deficiency in any Tax, and neither the Company nor any subsidiary of the Company has been notified in writing of any material proposed Tax claims or assessments against the Company or any subsidiary of the Company. To the Company's knowledge, no Tax Return of the Company or any subsidiary of the Company is or has been the subject of an examination by a Taxing Authority. Each of the Company and any subsidiary of the Company has withheld from each payment made to any of its past or present employees, officers and directors, and any other person, the amount of all material Taxes and other deductions required to be withheld therefrom and paid the same to the proper Taxing Authority within the time required by law. 3.16 Pricing. The Company has not granted to, or agreed to give, HealthCare Ventures V, L.P. (or any other entity through which it chooses to invest in the Company) ("HealthCare"), in connection with the sale of shares of Common Stock by the Company to HealthCare pursuant to that certain Stock Purchase Agreement, dated of even date herewith, the right to purchase such shares of Common Stock on economic terms better than the economic terms granted by the Company to the Purchaser hereunder. 4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows: 4.1 Authorization. All action on the part of the Purchaser and, if applicable, its officers, directors, managers, members, shareholders and/or partners necessary for the authorization, execution, delivery and performance of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated herein and therein has been taken. When executed and delivered, each of this Agreement and the Registration Rights Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general equitable principles. The Purchaser has all requisite power and authority to enter into each of this Agreement and the Registration Rights Agreement and to carry out and perform its obligations under the terms of this Agreement and the Registration Rights Agreement. 4.2 Purchase Entirely for Own Account. The Purchaser is acquiring the Shares for its own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act. 4.3 Investor Status; Etc. The Purchaser certifies and represents to the Company that it is an "Accredited Investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act and was not organized for the purpose of acquiring any of the Shares. -7- The Purchaser's financial condition is such that it is able to bear the risk of holding the Shares for an indefinite period of time and the risk of loss of its entire investment. The Purchaser has been afforded the opportunity to ask questions of and receive answers from the management of the Company concerning this investment and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company. 4.4 Shares Not Registered. The Purchaser understands that the Shares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares must continue to be held by the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. 4.5 No Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in any violation of or default by the Purchaser (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under (i) any provision of the organizational documents of the Purchaser or (ii) any agreement or instrument, permit, franchise, license, judgment, order, statute, law, ordinance, rule or regulations, applicable to the Purchaser or its respective properties or assets. 4.6 Brokers. The Purchaser has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement. 4.7 Consents. All consents, approvals, orders and authorizations required on the part of the Purchaser in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated herein have been obtained and are effective as of the Closing Date. 4.8 Investment Representations. The Purchaser represents and warrants to the Company that: (i) it is a Delaware limited liability company, (ii) each of its constituent members is an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act, (iii) its principal office is located in Washington, DC, and (iv) the principal office of its general partner is located in Washington, DC. 4.9 Purchaser and Affiliates. The total number of shares of Common Stock currently owned by the Purchaser and all Affiliates of the Purchaser is, in the aggregate, 416,667. There are no other Affiliates of the Purchaser that own Common Stock or other securities of the Company. 5. Conditions Precedent. -8- 5.1. Conditions to the Obligation of the Purchaser to Consummate the Closing. The obligation of the Purchaser to consummate the Closing and to purchase and pay for the Shares is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained herein of the Company shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed and delivered by the Company. (c) There shall have been no material adverse change (actual or threatened) in the assets, liabilities (contingent or other), affairs, operations, or condition (financial or other) of the Company prior to the Closing Date; and the Company shall have performed all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The purchase of and payment for the Shares by the Purchaser shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) All instruments and corporate proceedings of the Company in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchaser may have reasonably requested in connection with such transactions. (g) The Purchaser shall have received from Bingham Dana LLP, counsel to the Company, an opinion addressed to it, dated the Closing Date and substantially in the form of Exhibit B hereto. (h) The Purchaser shall have received true, complete and correct copies of the final material agreement(s) between the Company and ProScript relating to the ProScript Acquisition and the ProScript Acquisition shall have been consummated. (i) The Purchaser shall have received a certificate from the Company, in form and substance satisfactory to the Purchaser, dated the Closing Date and signed by a secretary or an assistant secretary of the Company, certifying (i) that attached copies of the Restated Certificate of Incorporation (the "Charter"), the Amended and Restated By-Laws (the "By-Laws") and resolutions of the Board of Directors of the Company approving this Agreement, the Registration Rights Agreement and the transactions contemplated hereby and thereby, are all true, complete and correct and remain in full force and effect as of the Closing Date, and (ii) as to -9- the incumbency and specimen signature of each officer of the Company executing this Agreement, the Registration Rights Agreement and any other document delivered in connection herewith on behalf of the Company. (j) The Purchaser shall have received a certificate from the Company, in form and substance satisfactory to the Purchaser, dated the Closing Date and signed by the Company's chief financial officer, certifying that (i) the representations and warranties of the Company contained in Section 3 hereof are true and correct in all material respects on the Closing Date and (ii) the Company has performed and complied with in all material respects all of the agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Company on or before the Closing Date. 5.2. Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell the Shares to the Purchaser at the Closing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained herein of the Purchaser shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed and delivered by the Purchaser. (c) The Purchaser shall have performed all obligations and conditions herein required to be performed or observed by the Purchaser on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Company, and the Company shall have received counterpart originals, or certified or other copies of all documents, including without limitation records of corporate or other proceedings, which it may have reasonably requested in connection therewith. (g) The Company shall have received a certificate from the Purchaser, in form and substance satisfactory to the Company, dated the Closing Date and signed by an authorized person in the name, and on behalf, of the Purchaser, certifying that (i) the representations and warranties of the Purchaser contained in Section 4 hereof are true and correct in all material respects on the Closing Date and (ii) the Purchaser has performed and complied -10- with in all material respects all of the agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Purchaser on or before the Closing Date. (h) Evidence reasonably satisfactory to the Company that any assignee (other than the Joint Fund (as defined below)) to whom the Purchaser transfers rights under Section 7.4 hereof (pursuant to Section 10.9(a) hereof), any such transfer having been made, is an entity which is intended to qualify as a "venture capital operating company" under the Department of Labor plan asset regulation. 6. Standstill Obligations. (a) The Purchaser hereby agrees with the Company and covenants that, so long as it or any of its Affiliates is the record or beneficial owner of any Securities, neither it nor its Affiliates will directly or indirectly, without the prior written consent of the Company, in any manner: (i) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase or otherwise, any direct or indirect "beneficial ownership" (such term, for purposes of this Agreement, shall have the meaning provided therefor under the rules and regulations promulgated by the SEC under Section 13(d) of the Exchange Act) in any Securities, such that the aggregate ownership (whether direct or indirect, of record or beneficial) of the Purchaser (and all permitted assignees) and the Affiliates of the Purchaser (and all Affiliates of the permitted assignees) in the Company shall increase, after the Closing Date, beyond an additional three percent (3%) of the total number of outstanding shares of Common Stock on a fully diluted basis as of the Closing Date (provided, however, that, notwithstanding the foregoing provisions of this clause (i), the Purchaser may acquire the Shares pursuant to, and in accordance with, the provisions of this Agreement); (ii) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" or "consents" (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) to vote for the election or removal of directors of the Company; (iii) otherwise act, directly or indirectly, alone or in concert with others, to seek to propose to any of the Company's stockholders any merger, business combination, restructuring, recapitalization or other transaction to or with the Company that, in each case, would involve or result in a Change of Control (as defined below) of the Company; or (iv) otherwise seek, directly or indirectly, alone or in concert with others, to nominate any person for election as a director of the Company who is not nominated by the then incumbent directors of the Company. (b) None of the Purchaser and any Affiliate of the Purchaser shall form, become a member of, or otherwise participate in any way in, any "group" (as such term is defined under the rules and regulations promulgated by the SEC under Section 13(d) of the Exchange Act) that engages in any of the activities that are prohibited under Section 6(a) hereof. -11- (c) Notwithstanding anything expressed or implied in this Section 6 to the contrary, the Purchaser hereby agrees that it and its Affiliates will take any and all steps reasonably requested by the Company in writing (including, without limitation, granting proxies) to ensure that any and all of Voting Securities beneficially owned by the Purchaser or any of the Affiliates of the Purchaser are present or represented (whether in person or by proxy) at each meeting of stockholders of the Company for the sole purpose of establishing a valid quorum to transact business at such meeting. (d) In the event that the Purchaser or any Affiliate of the Purchaser breaches any of its obligations under this Section 6 and such breach is not cured within ten (10) business days, then (i) the Company, in addition to any other legal or equitable remedies which it may have, may enforce its rights under this Section 6 by action for specific performance and (ii) to the extent that such breach arises as a result of any vote cast or proxy given by the Purchaser or any Affiliate of the Purchaser, in violation of the provisions of this Section 6, such vote or proxy, as the case may be, shall be null and void and the Company shall refuse to recognize and shall not give effect to such vote or proxy. (e) For purposes of this Section 6, "Change of Control" shall mean any event, transaction or occurrence (whether alone or as a result of a series of related events, transactions or occurrence) which either (i) results in a change of beneficial ownership of the Company of greater than twenty-percent (20%) or (ii) results in the Purchaser (and any permitted assignee) and all Affiliates of the Purchaser (and all Affiliates of any permitted assignee) owning or holding, whether beneficially or of record, directly or indirectly, in the aggregate twenty percent (20%) or greater of the Securities of the Company. Notwithstanding Section 10.9(b) hereof, the obligations, covenants and duties under this Section 6 shall not be assignable by the Purchaser. 7. Certain Covenants and Agreements. 7.1. Transfer of Securities. The Purchaser shall not sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares, except (i) pursuant to an effective registration statement under the Securities Act, (ii) to an Affiliate (so long as such affiliate agrees to be bound by the terms and provisions of this Agreement as if, and to the fullest extent as, the Purchaser) or to the Joint Fund or the Soros Entity pursuant to Section 10.9(a) below, or (iii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by the Purchaser of either an opinion of counsel of the Purchaser reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws or a representation letter of the Purchaser reasonably satisfactory to the Company setting forth a factual basis for concluding that such proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 7.1 shall be void. The Company shall not register any transfer of the Shares in violation of this Section 7.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 7.1. 7.2. Legends. To the extent applicable, each certificate or other document evidencing any of the Shares shall be endorsed with the legend set forth below, and the Purchaser -12- covenants that, except to the extent such restrictions are waived by the Company, it shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in this Agreement and the legends endorsed on such certificate: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF EITHER AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT OR OF A REPRESENTATION LETTER SETTING FORTH A FACTUAL BASIS FOR CONCLUDING THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT." 7.3 Publicity. From and after the date of this Agreement, except to the extent required by applicable laws, rules, regulations or stock exchange requirements, neither (i) the Company or any of its Affiliates nor (ii) the Purchaser or any of its Affiliates shall, without the written consent of the other, make any public announcement or issue any press release with respect to the transactions contemplated by this Agreement. In no event will either (i) the Company or any of its Affiliates or (ii) the Purchaser or any of its Affiliates make any public announcement or issue any press release with respect to the transactions contemplated by this Agreement without consulting with the other party, to the extent feasible, as to the content of such public announcement or press release. 7.4 Management Rights. Subject to the limitations set forth in the last paragraph of this Section 7.4, from and after the Closing Date, if the Purchaser (or other permitted assignee) is not represented on the Company's Board of Directors and so long as the Purchaser (and any permitted assignee) and any Affiliates of the Purchaser (and all Affiliates of any permitted assignee) own or hold, in the aggregate, not less than 257,000 shares of the Common Stock (subject to adjustment made for any stock dividend, split-up or subdivision or any combination or reclassification affecting the Common Stock after the Closing Date), then the Purchaser shall have the following rights: (a) The Company shall provide the Purchaser with a copy of any materials to be distributed or discussed at meetings of the Board of Directors at the same time as provided to members of the Board of Directors, except that the Purchaser may be excluded from access to any material or meeting or portion thereof (i) if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege for matters with respect to which the loss of such privilege could be meaningful for the Company's business, operations or prospects, or (ii) to protect highly confidential or proprietary information, the disclosure of which conflicts with, breaches or could cause a default under any agreement, contract, arrangement or other legally binding obligation of the Company to a third party. Notwithstanding the foregoing, if the Purchaser is excluded from access to any material as a result of clause (ii) in the preceding sentence and the Purchaser determines in any particular case that access to such material or meeting or portion thereof may be important to its having appropriate management rights as a "venture capital operating company" under the Department of Labor's plan asset regulation, then the Purchaser shall have the right to request that the Company, -13- and the Company shall be obligated to, use reasonable efforts to obtain the consent or waiver of such third party to permit disclosure to, or permit attendance by, the Purchaser hereunder. (b) The Purchaser shall be entitled, from time to time, to make proposals, recommendations and suggestions to the Company relating to the business and affairs of the Company. (c) The Purchaser shall be entitled, at the Purchaser's expense and with reasonable prior notice to the Company, to discuss the Company's business and affairs with its officers, directors and independent accountants. (d) The Purchaser shall be entitled, at all reasonable times, in reasonable intervals and at the Purchaser's expense, to examine such books, records, documents and other written information in the possession of the Company relating to its affairs as the Purchaser may reasonably request, provided that access to highly confidential or proprietary information and facilities need not be provided to the Purchaser for the same reasons set forth in subparagraph (a)(ii) above, subject to the last sentence of subparagraph (a) above. (e) The Company shall permit the Purchaser, at all reasonable times, in reasonable intervals and at the Purchaser's expense, to visit and inspect the Company's properties, provided that the Company shall not be obligated to provide access to highly confidential or proprietary information and properties for the same reasons set forth in subparagraph (a)(ii) above, subject to the last sentence of subparagraph (a) above, and provided, further, that such inspection by the Purchaser does not disrupt or cause a disruption in the Company's ordinary course of business. Notwithstanding Section 10.9(b) hereof, the rights contained under this Section 7.4 shall not be assignable by the Purchaser (except to a permitted assignee pursuant to Section 10.9(a) and provided that, such transfer having been made, each such assignee is intended to qualify as "venture capital operating company" under the Department of Labor plan asset regulation) and shall automatically and without further action terminate at such time as the Purchaser (and its permitted assignees) and the Affiliates of the Purchaser (and all Affiliates of any permitted assignees) shall cease to own or hold, in the aggregate, at least 257,000 shares of Common Stock (subject to adjustment made for any stock dividend, split-up or subdivision or any combination or reclassification affecting the Common Stock after the Closing Date) or shall attempt to transfer such rights in violation of the foregoing prohibition. The Purchaser (and any representative of the Purchaser) shall hold in confidence and trust, and not use or disclose, any confidential information provided to or learned by it (or him/her) in connection with the rights granted to the Purchaser by the Company under this Section 7.4. The Purchaser shall execute and deliver a confidentiality and non-disclosure agreement to the Company in the event that the Purchaser is entitled to any of the rights set forth in this Section 7.4, which agreement shall remain in effect for so long as the Purchaser is entitled to, and for five (5) years after the Purchaser ceases to be entitled to, any of the rights set forth in this Section 7.4. 7.5. Board Representative. During the six (6) month period following the Closing Date, (a) the respective chief executive officers of the Company and the Purchaser shall, in good faith, discuss the identities of persons who shall be potential nominees (as a representative of the Purchaser) for a seat on the Board of Directors of the Company, (b) after such discussions in good faith the Purchaser shall, at its sole discretion, provide to the Company a list of the names of three to five persons who shall be such potential nominees and, (c) after such -14- list shall have been provided by the Purchaser to the Company, the Company shall select one (1) person from such list and such person's name shall be brought to the next meeting of the full Board of the Company for consideration as a potential member of the Board; provided, that in the event that such person brought to the full Board is not approved as a member of the Board, then the parties agree that they shall be obligated to repeat the process set forth herein a second time. Notwithstanding Section 10.9(b) hereof, the rights contained under this Section 7.5 shall not be assignable by the Purchaser (except to a permitted assignee pursuant to Section 10.9(a)). 8. Termination. 8.1 Termination. Subject to Section 8.2, this Agreement may be terminated at any time prior to the Closing as follows: (a) by the Purchaser if there has been a material breach by the Company of any representation, warranty, covenant or agreement of the Company contained in this Agreement, which has not been cured by the Company within 10 days after written notice from the Purchaser; (b) by the Company if there has been a material breach by the Purchaser of any representation, warranty, covenant or agreement of the Purchaser contained in this Agreement, which has not been cured by the Purchaser within 10 days after written notice from the Company; (c) by the Company or the Purchaser, if the Closing shall not have occurred on or before August 6, 1999; provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any party whose failure to fulfill any obligation or condition under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; (d) by the Company or the Purchaser if (i) there shall be a final nonappealable order of a federal or state court in effect preventing consummation of the transactions contemplated by this Agreement or (ii) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated by this Agreement by any governmental entity which would make consummation of the transactions contemplated by this Agreement illegal; provided, however, that the party seeking to terminate this Agreement must use all reasonable efforts to remove such judgment, injunction, order or decree; or (e) by mutual written consent of the Company and the Purchaser. 8.2 Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that Sections 7.4 (Publicity), 8.2 (Effect of Termination), and 10 (Miscellaneous Provisions) shall survive the termination hereof for a period of one year, and each party hereto shall hold in confidence and trust, and not use or disclose to any third parties, the terms and conditions of this Agreement and any confidential information provided to or learned by such party in connection with the negotiation, execution and delivery of this Agreement. 9. Indemnification. -15- 9.1 General. (a) By the Company. The Company agrees to indemnify, defend and hold harmless the Purchaser and its Affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (collectively, the "Purchaser Indemnitees") to the fullest extent permitted by law from and against any and all claims, losses, liabilities, damages, deficiencies, judgements, assessments, fines, settlements, costs or expenses (including interest, penalties and reasonable fees, disbursements and other charges of counsel) (collectively, "Losses") based upon, arising out of or otherwise in respect of any breach by the Company or its Affiliates of any representation, warranty, covenant or agreement of the Company contained in this Agreement. (b) By the Purchaser. The Purchaser agrees to indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (the "Company Indemnitees") to the fullest extent permitted by law from and against any and all Losses based upon, arising out of or otherwise in respect of any breach by the Purchaser or any Affiliate of the Purchaser of any representation, warranty, covenant or agreement of the Purchaser or any Affiliate of the Purchaser contained in this Agreement. 9.2 Claims All claims for indemnification by a Company Indemnitee or a Purchaser Indemnitee pursuant to this Section 9 shall be made as follows: (a) If a Company Indemnitee or a Purchaser Indemnitee has incurred or suffered Losses for which it is entitled to indemnification under this Section 9, such Company Indemnitee or Purchaser Indemnitee, as the case may be, shall give prompt written notice of such claim (a "Claim Notice") to the Purchaser or the Company, as applicable. Each Claim Notice shall state the amount of claimed Losses (the "Claimed Amount"), if known, and the basis for such claim. (b) Within 20 days after delivery of a Claim Notice, the indemnifying party under this Section 9 (the "Indemnifying Party") shall provide to the Company Indemnitee or the Purchaser Indemnitee, as the case may be (the "Indemnified Party"), a written response (the "Response Notice") in which the Indemnifying Party shall: (i) agree that all of the Claimed Amount is owed to the Indemnified Party, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is owed to the Indemnified Party, or (iii) contest that any of the Claimed Amount is owed to the Indemnified Party. The Indemnifying Party may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Losses for which the Indemnified Party is entitled to indemnification under this Section 9. If no Response Notice is delivered by the Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (c) If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Claimed Amount to be paid in the manner set forth in this Section 9. If the Indemnifying Party in -16- the Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the agreed amount set forth in such Response Notice to be paid in the manner set forth in this Section 9. (d) No delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any actual damage, liability or prejudice caused by or arising out of such delay. 9.3. Payment of Claims. An Indemnifying Party shall make payment of any portion of any Claimed Amount that such Indemnifying Party has agreed in a Response Notice that it owes to an Indemnified Party or that such Indemnifying Party is deemed to have agreed it owes to such Indemnifying Party, said payment to be made within thirty (30) days after such Response Notice is delivered by such Indemnifying Party or should have been delivered by such Indemnifying Party, as the case may be. 9.4. Limitations. (a) Time for Claims. No Indemnifying Party will be liable for any Losses hereunder unless a written claim for indemnification is given by the Indemnified Party to the Indemnifying Party on or prior to (i) with respect to a breach of a representation or warranty, the expiration of such representation or warranty, and (ii) with respect to a breach of a covenant or agreement (including without limitation the covenants and agreements set forth in Sections 7.4, 7.5 and 6), one year after the expiration (in accordance with its terms and conditions) of such covenant or agreement. (b) Maximum Amount. No Indemnifying Party will be liable for any Losses hereunder in excess of $10,000,000 with respect to claims for breaches of representations and warranties. 9.5 Applicability; Exclusivity. Notwithstanding any term to the contrary in this Section 9, the indemnification and contribution provisions of the Registration Rights Agreement shall govern any claim made with respect to registration statements filed pursuant thereto or sales made thereunder. The parties hereby acknowledge and agree that the sole and exclusive remedies of the parties hereto in respect of any and all claims relating to any breach or purported breach of any representation, warranty, covenant or agreement that is contained in this Agreement will be pursuant to the indemnification provisions of this Section 9, except that all parties shall always retain the right to pursue and obtain injunctive relief in addition to any other rights or remedies hereunder. 10. Miscellaneous Provisions. 10.1 Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which such parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. -17- 10.2 Pronouns. All pronouns or any variation thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require. 10.3 Notices. (a) Any notices, reports or other correspondence (hereinafter collectively referred to as "correspondence") required or permitted to be given hereunder shall be sent by postage prepaid first class mail, courier or telecopy or delivered by hand to the party to whom such correspondence is required or permitted to be given hereunder. The date of giving any notice shall be the date of its actual receipt. (b) All correspondence to the Company shall be addressed as follows: LeukoSite, Inc. 215 First Street Cambridge, MA 02142 Attention: Christopher K. Mirabelli, President and Chief Executive Officer Telecopier: (617) 278-3399 with a copy to: Bingham Dana LLP 150 Federal Street Boston, Massachusetts 02110 Attention: Julio E. Vega, Esq. Telecopier: (617) 951-8736 (c) All correspondence to the Purchaser shall be addressed as follows: Perseus Capital, LLC The Army and Navy Club Building 1627 I Street, N.W., Suite 610 Washington, D.C. 20006 Telecopy: (202) 463-6215 Attention: Kenneth M. Socha, Esq. with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Telecopy: (212) 757-3990 Attention: Bruce A. Gutenplan, Esq. (d) Any entity may change the address to which correspondence to it is to be addressed by notification as provided for herein. -18- 10.4 Captions. The captions and paragraph headings of this Agreement are solely for the convenience of reference and shall not affect its interpretation. 10.5 Severability. Should any part or provision of this Agreement be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto. 10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the internal and substantive laws of the Commonwealth of Massachusetts and without regard to any conflicts of laws concepts which would apply the substantive law of some other jurisdiction. 10.7 Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. 10.8 Expenses. Each party shall pay its own expenses in connection with the preparation, execution and delivery of this Agreement and the Registration Rights Agreement. 10.9 Assignment. (a) Joint Fund and Soros Entity. Subject to the limitations contained below and in Sections 6, 7.4 and 7.5 hereof, the Purchaser may assign, in whole or in part, the rights and obligations hereunder to either (i) Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership (the "Joint Fund"), or (ii) Soros Fund Management LLC, a Delaware limited liability company, or a controlled investment fund or affiliate thereof (the "Soros Entity"); provided, that the Purchaser may assign the rights and obligations under Section 7.5 hereunder only in whole (and not in part) and only to the Joint Fund. As conditions precedent to the Purchaser assigning the rights and obligations hereunder pursuant to the foregoing sentence, such assignee (whether the Joint Fund or the Soros Entity) (a) shall agree to be bound by and become subject to all of the rights, obligations, terms and conditions of this Agreement applicable to, and to the same extent as the Purchaser, including without limitation Sections 6 (Standstill), 7.4 (Management Rights) (to the extent applicable), and 9.1 (Indemnification), (b) shall sign any and all documents, agreements and certificates requested by the Company to effect such agreement to be bound by the rights, obligations, terms and conditions of this Agreement, including an assumption agreement and/or instrument of adherence reasonable requested by the Company, and (c) shall certify that the representations and warranties set forth in Section 4 hereof are true and correct, as of the date of the assignment or transfer, as if made by such assignee (except that with respect to Section 4.9, such representation and warranty shall be modified so as to be true and correct as to such particular assignee). In the event that the Purchaser assigns its rights and obligations hereunder in accordance with this Section 10.9(a) in whole (and not in part) to a permitted transferee, then the Purchaser shall continue to be bound only by the covenants, obligations and agreements of the Purchaser and its Affiliates contained in Sections 6 (Standstill) and 9.1 (Indemnification) (it being understood that the Purchaser shall be obligated to indemnify the Company only with respect to breaches by itself and its Affiliates and that such obligation shall be several and not joint with respect to permitted transferees who shall become "Purchasers" hereunder)). -19- (b) General. The rights and obligations of any party hereto shall inure to the benefit of and shall be binding upon the authorized successors and permitted assigns of such party. Subject to paragraph (a) above and the limitations set forth in Sections 6, 7.4 and 7.5 hereof, this Agreement and the rights and duties of the Purchaser set forth herein may be freely assigned or delegated, as the case may be, in whole or in part, by the Purchaser to any person (other than the Joint Fund and the Soros Entity which shall be governed by Section 10.1(a) above) to whom the Purchaser may transfer any of the Shares purchased or acquired by the Purchaser; provided that the transfer complies with the terms of Sections 7.1 and 7.2 of this Agreement and the assigning party shall promptly notify the Company in writing of such assignment and shall remain liable (both directly and as guarantor) with respect to all obligations so assigned. In the event of any assignment, the assignee shall specifically assume and be bound by the provisions of the Agreement by executing and agreeing to an assumption agreement and/or instrument of adherence reasonably acceptable to the Company. 10.10 Survival. The respective representations and warranties given by the parties hereto shall survive the Closing Date and the consummation of the transactions contemplated herein for a period of one year, without regard to any investigation made by any party. The respective covenants and agreements agreed to by a party hereto shall survive the Closing Date and the consummation of the transactions contemplated herein in accordance with their respective terms and conditions. 10.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto respecting the subject matter hereof and supersedes all prior agreements, negotiations, understandings, representations and statements respecting the subject matter hereof, whether written or oral. No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed by the parties hereto. 10.12 Amendments. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provisions of this Agreement shall be effective only if made or given in writing and signed by the Company and the Purchaser. 10.13 No Third Party Rights. Except as contemplated by Section 9 hereof, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person (including, without limitation, any stockholder or debt holder of the Company) other than the parties hereto. 10.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. The parties hereto confirm that any facsimile copy of another party's executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof. [signature pages to follow] IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement under seal as of the day and year first above written. LEUKOSITE, INC. By: /s/ Augustine Lawlor -------------------- Name: Augustine Lawlor Title: Vice President, Corporate Development and Chief Financial Officer PERSEUS CAPITAL LLC By: /s/ Frank H. Pearl ------------------ Name: Frank H. Pearl Title: Chairman and Chief Executive Officer -21- Exhibit A - Registration Rights Agreement Exhibit B - Form of Company Counsel Legal Opinion EX-2 3 EXHIBIT 2 EXHIBIT 2 LEUKOSITE, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of July 20, 1999 by and among (i) LeukoSite, Inc., a Delaware corporation (the "Company"), (ii) Perseus Capital LLC., a Delaware limited liability company (the "Initial Investor"), and (iii) each person who becomes an Investor pursuant to Section 10 hereof (together with the Initial Investor, the "Investors" and each individually, an "Investor"). WHEREAS, the Company has agreed to issue and sell to the Initial Investor, and the Initial Investor has agreed to purchase from the Company, an aggregate of 1,030,928 shares (the "Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock"), all upon the terms and conditions set forth in the Stock Purchase Agreement, dated as of June 22, 1999, between the Company and the Initial Investor (the "Stock Purchase Agreement"); and WHEREAS, the terms of the Stock Purchase Agreements provide that it shall be a condition precedent to the closing of the transactions thereunder, for the Company and the Initial Investor to execute and deliver this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows: 1. DEFINITIONS. The following terms shall have the meanings provided therefor below or elsewhere in this Agreement as described below: "Board" shall mean the board of directors of the Company. "Closing Date" shall mean the date on which the transactions contemplated by the Stock Purchase Agreements are consummated (or, if the transactions are not consummated on the same date, the first date by which the transactions contemplated by the Stock Purchase Agreements have been consummated). "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Mandatory Registration Termination Date" shall mean the first day after the effective date of the Mandatory S-3 Registration Statement on which the Mandatory S-3 Registration Statement (as defined in Section 2 hereof) shall not be in effect. "Person" (whether or not capitalized) shall mean an individual, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof. -2- "Qualifying Investor" shall have the meaning ascribed thereto in Section 11 hereof. "Registrable Shares" shall mean, at the relevant time of reference thereto, the Shares then held by the Investors (including any shares of capital stock that were issued in respect thereof pursuant to a stock split, stock dividend, recombination, reclassification or the like), provided, however, that the term "Registrable Shares" shall not include any of the Shares that (i) become eligible for resale without volume limitations pursuant to Rule 144, or (ii) are sold pursuant to a registration statement that has been declared effective under the Securities Act by the SEC. "Rule 144" shall mean Rule 144 promulgated under the Securities Act and any successor or substitute rule, law or provision. "SEC" shall mean the Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended. 2. MANDATORY FORM S-3 REGISTRATION. (a) Within twenty (20) business days after the Closing Date, the Company will prepare and file with the SEC a registration statement on Form S-3 for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Initial Investor as the selling stockholder thereunder (the "Mandatory S-3 Registration Statement"). The Mandatory S-3 Registration Statement shall permit the Initial Investor to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. The Company agrees to use reasonable best efforts to cause the Mandatory S-3 Registration Statement to become effective as soon as practicable. The Company shall only be required to keep the Mandatory S-3 Registration Statement effective until the earlier to occur of (i) the date when all of the Registrable Shares registered thereunder shall have been sold and (ii) July 1, 2000; provided, that in either case such date shall be extended by the amount of time of any Suspension Period (if any). Thereafter, the Company shall be entitled to withdraw the Mandatory S-3 Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Mandatory S-3 Registration Statement (or any prospectus relating thereto). (b) The Mandatory S-3 Registration Statement shall not be underwritten unless the Company shall otherwise elect in its sole and absolute discretion. In addition, the Company shall not require that the Mandatory S-3 Registration Statement be underwritten without the written consent of the Investors. (c) Notwithstanding anything in this Section 2 to the contrary, if the Company shall furnish to the Investors a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith determination (i) that continued use by the Investors of the registration statement filed by the Company pursuant to this Section 2 for purposes of effecting offers or sales of Registrable Shares pursuant hereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the registration statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore essential to suspend the use by the -3- Investors of such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Investors to use such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 90 days after delivery by the Company of the certificate referred to above in this Section 2(c). During the Suspension Period, the Investors shall not offer or sell any Registrable Shares pursuant to or in reliance upon such registration statement (or the prospectus relating thereto). The Company agrees that, as promptly as practicable after the consummation, abandonment or public disclosure of the event or transaction that caused the Company to suspend the use of the registration statement (and the prospectus relating thereto) pursuant to this Section 2(c), the Company will provide the Investors with revised prospectuses, if required, and will notify the Investors of their ability to effect offers or sales of Registrable Shares pursuant to or in reliance upon such registration statement. 2A. DEMAND FORM S-3 REGISTRATION. (a) Registration Upon Request; Limitations. In the event that, at any time or from time to time after the Mandatory Registration Termination Date, the Company shall receive from any Investor who holds at least twenty-five percent (25%) of the Registrable Shares a written request or requests (a "Demand Notice") that the Company effect a registration on Form S-3 (a "Demand Registration"), or any successor or substitute form, with respect to all or a part of the Registrable Shares owned by such Investor, then the Company will promptly give written notice of the proposed registration and the Investor's or Investors' request therefor to all other Investors, and, as soon as practicable, use reasonable best efforts to effect such registration of all or such portion of such Investor's or Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Investor or Investors joining in such request as are specified in a written request given within ten (10) business days after receipt of such written notice from the Company; provided, however, that the Company's obligation under this Section 2A(a) shall be temporarily suspended if the Company has previously given a notice of the type specified in Section 3 hereof or this Section 2A(a) ("Registration Notice") from the date the Registration Notice is received until the date the registration statement referred to in the Registration Notice is declared effective (the "Temporary Suspension Period"), so long as (i) the Temporary Suspension Period is no longer than sixty-five (65) days, and (ii) the Investors are informed in writing that the Company's obligation under this Section 2A(a) have been temporarily suspended in accordance with this provision; and provided, further, that the obligations of the Company under this Section 2A(a) shall be subject to the limitations set forth in Sections 2A(c), 2A(d) and 2A(e) below. The Company may include in any registration pursuant to Section 2A(a) hereof additional shares of Common Stock for sale for its own account or for the account of any other person who has been granted piggy-back registration rights. No registration under this Section 2A(a) shall be underwritten unless the Company shall otherwise elect in its sole and absolute discretion. If the Company receives conflicting instructions, notices or elections from two or more persons with respect to the same Registrable Shares, then the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Shares. (b) Selection of Underwriters. If a registration pursuant to Section 2A(a) hereof involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the Company, provided that the underwriter or underwriters so selected shall be a nationally recognized investment banking firm or firms. (c) Limitation on Number of Registrations. The Company shall not be required to effect (i) more than two (2) registrations pursuant to Section 2A(a) and (ii) -4- more than one registration pursuant to Section 2A(a) during any consecutive nine (9) month period. (d) Limitation on Company's Obligation. Notwithstanding anything in this Section 2A to the contrary, but in all events subject to the provisions of Section 2A(f) hereof, the Company shall not be obligated to effect any registration pursuant to Sections 2A and 3: (1) if Form S-3, or any successor or substitute form, is not then available for the registration of such Registrable Shares proposed to be sold and distributed by such Investor or Investors; (2) if such Investor or Investors, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public of less than $750,000; or (3) if the Company shall furnish to the Investors a certificate signed by the President and Chief Executive Officer of the Company stating that the Board has made the good faith determination that a registration would require premature disclosure of material, nonpublic information concerning the Company, its business or prospects, that such premature disclosure would be materially adverse to the Company and that it is therefore essential to suspend or defer such registration, then the Company shall have the right either to suspend the use of an effective registration statement or defer the filing of a registration statement for a period of not more than ninety (90) days (the "Deferral Period"); provided, however, that the Company may not utilize this right more than once with respect to each registration request (or registration statement filed as a result of a request) made pursuant to, and in accordance with, Section 2A(a) hereof. If the Board makes the determination described in the preceding sentence, the Company shall give written notice of such determination to the holders of Registrable Shares. The Company shall notify the holders of the expiration of the Deferral Period and shall, if such registration statement requested pursuant to Section 2A(a) hereof has not yet been filed, cause the registration statement with respect to the Demand Registration to be filed on the fifth (5th) business day following the expiration of the Deferral Period (the "Withdrawal Period") (or, if registration on such date is not practicable, as promptly as possible thereafter) unless, prior to the expiration of the Withdrawal Period, the holders holding a majority of Registrable Shares to be included in any such Demand Registration not yet filed, by written notice to the Company, withdraws the request made under Section 2(a), in which case, such request shall not count as one of the Demand Registrations permitted hereunder and the Company shall pay all expenses in connection with such registration theretofor incurred in accordance with Section 6 herein. (e) Limitation on Requests. Notwithstanding anything in this Section 2A to the contrary, (1) no Investor may request a registration pursuant to this Section 2A within one hundred and eighty (180) days of the effective date of any other registration statement filed by the Company with the SEC pursuant to Sections 2A and 3; and (2) no Investor may request a registration pursuant to Section 2A(a) at any time after the seventh (7th) anniversary of the Closing Date. (f) Unavailability of Form S-3. Notwithstanding anything to the contrary expressed or implied in this Agreement, if Form S-3 or any substitute form is not then available for the registration of such Registrable Shares that would otherwise have been proposed to be sold and distributed by such Investor or Investors pursuant to this Section 2A, the Company shall be obligated to prepare and file a registration statement on Form S-1 at the written request or requests from any Investor or -5- Investors given in accordance with Section 2A(a) and the provisions of this Section 2A (other than Section 2A(d)(2)) shall govern and apply to such request or requests and such registration on Form S-1. 3. "PIGGYBACK REGISTRATION". (a) If, at any time after the Mandatory Registration Termination Date, the Company proposes to register any of its Common Stock under the Securities Act, whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (but excluding in all cases any registration pursuant to Section 2A hereof or any registrations to be effected on Forms S-4 or S-8 or other applicable successor Forms), the Company shall, each such time, give to the Investors twenty (20) days' prior written notice of its intent to do so, and such notice shall describe the proposed registration and offer such holders the opportunity to register such number of Registrable Shares as each such holder may request. Upon the written request of any Investor given within ten (10) days after the giving of any such notice by the Company, the Company shall use its reasonable best efforts to cause to be included in such registration the Registrable Shares of such selling Investor, to the extent requested to be registered, among all holders of Registrable Shares and other persons entitled to the inclusion of their shares in such registration, pro rata on the basis of the number of shares of Common Stock that owned or held by such selling Investor to all of the shares of Common Stock owned or held by all holders and other persons entitled to be included within such registration; provided that (i) the number of Registrable Shares proposed to be sold by such selling Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such selling Registrable Shares (without any reduction in the number of shares to be sold for the account of the Company or such party exercising demand registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such selling Investor shall be as provided in Section 3(b) hereof. (b) If a registration pursuant to Section 3 hereof involves an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in this Section 3 to the contrary, the Company shall only be required to include in such registration, to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering, (i) first, the number of shares of Common Stock proposed to be included in such registration for the -6- account of the Company and/or any stockholders of the Company (other than the Investors) that have exercised demand registration rights, in accordance with the priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other than the Investors), and (ii) second, the shares of Common Stock requested to be included in such registration by all other stockholders of the Company (including, without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under this Section 3 or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company. 4. OBLIGATIONS OF THE COMPANY. Whenever the Company is required under Sections 2A or 3 hereof to use its reasonable best efforts to effect the registration of any of the Registrable Shares of the Investors, the Company shall, as expeditiously as practicable: (a) Prepare and file with the SEC (not later than forty-five (45) days after receipt of a request to file a registration statement with respect to Registrable Shares pursuant to Section 3A hereof) a registration statement with respect to such Registrable Shares and use its reasonable best efforts to cause such registration statement to become and remain effective; provided, however that, except to the extent otherwise provided in Section 2A hereof, the Company shall in no event be obligated to cause any such registration to remain effective for more than ninety (90) days; provided further, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall (i) use reasonable efforts to provide counsel selected by the holders of a majority of the Registrable Shares being registered in such registration ("Holders' Counsel") with an opportunity to participate in the preparation of such registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, and (ii) notify the Holders' Counsel of any stop order issued or threatened by the SEC and to take all reasonable action required to prevent the entry of such stop order or to remove it if entered; (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such registration statement; (c) Notify the Investors and Holders' Counsel (if any) promptly and, if requested by any Investor, confirm such advice in writing (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, and (ii) of the issuance by the SEC or any state securities commission of any stop order suspending the effectiveness of a registration statement. -7- (d) Furnish to the selling Investors such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents (including, without limitation, prospectus amendments and supplements as are prepared by the Company in accordance with Section 4(e) below) as the selling Investors may reasonably request in order to facilitate the disposition of such Registrable Shares; (e) Notify the Investors and Holders' Counsel (if any), at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in or relating to such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; and, thereafter, the Company will promptly prepare (and, when completed, give notice to each Investor) a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that upon such notification by the Company, the Investors will not offer or sell Registrable Shares until the Company has notified the Investors that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to the Investors (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise impair the Company's obligation to promptly prepare a prospectus amendment or supplement as above provided in this Section 4(e) and deliver copies of same as above provided in Section 4(d) hereof); (f) Use its reasonable best efforts to register and qualify such Registrable Shares under such other securities or Blue Sky laws of such jurisdictions as each selling Investor shall be reasonably request and do any and all other acts or things which may be reasonably necessary or advisable to enable each selling Investor to consummate the public sale or other disposition in such jurisdiction of Registrable Shares, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it is not then qualified or subject to process; (g) Use its reasonable best efforts to cause all Registrable Shares to be listed on the Nasdaq National Stock Market; and (h) Make available for inspection by any seller of Registrable Shares, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel (if any) and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), during regular business hours and upon reasonable advance notice, all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement, subject to obligations of confidentiality. -8- 5. FURNISH INFORMATION. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the selling Investors shall furnish to the Company such information regarding them and the Shares held by them as the Company shall reasonably request and as shall be required in order to effect any registration by the Company pursuant to this Agreement. 6. EXPENSES OF REGISTRATION. All expenses incurred in connection with a registration pursuant to this Agreement (excluding underwriting commissions and discounts of the selling Investors), including without limitation all registration and qualification fees, printing expenses, and fees and disbursements of counsel for the Company and one counsel for the selling Investors, shall be borne by the Company. 7. DELAY OF REGISTRATION. Subject to Section 13(d) hereof, the Investors and the Company (other than with respect to Section 4(e)) shall not take any action to restrain, enjoin or otherwise delay any registration as the result of any controversy which might arise with respect to the interpretation or implementation of this Agreement. 8. INDEMNIFICATION. In the event that any Registrable Shares of the Investors are included in a registration statement pursuant to this Agreement: (a) To the fullest extent permitted by law, the Company will indemnify and hold harmless each selling Investor, any underwriter (as defined in the Securities Act) for the Company, and each officer, director, fiduciary, employee, member, general partner and limited partner (and affiliates thereof) of such selling Investor or such underwriter, each broker or other person acting on behalf of such selling Investor and each person, if any, who controls such selling Investor or such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and leading to action or inaction required of the Company in connection with such registration or qualification under such Securities Act or state securities or blue sky laws; and, subject to the provisions of Section 8(c), the Company will reimburse on demand such selling Investor, such underwriter, such broker or other person acting on behalf of such selling Investor or such officer, director, fiduciary, employee, member, general partner, limited partner, affiliate or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, -9- liability or action; provided, however, that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission made in connection with such registration statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the selling Investors, any underwriter for them or controlling person with respect to them. (b) To the fullest extent permitted by law, each selling Investor will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed such registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter for the Company (within the meaning of the Securities Act), and all other selling Investors against any losses, claims, damages or liabilities to which the Company or any such director, officer, controlling person, or underwriter may become subject to, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in such registration statement, including any preliminary prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by the selling Investor expressly for use in connection with such registration; and, subject to the provisions of Section 8(c), such selling Investor will reimburse on demand any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other selling Investor in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the maximum amount of liability of each selling Investor hereunder shall be limited to the proceeds (net of underwriting discounts and commissions, if any) actually received by such selling Investor from the sale of Registrable Shares covered by such registration statement; and provided, further, however, that the indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of those selling Investor(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld). (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party desires, jointly with any other indemnifying party similarly noticed, to assume at its expense the -10- defense thereof with counsel mutually satisfactory to the parties; provided, however, that, if any indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which are different from or additional to those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 8, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for the fees and expenses of counsel retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 8. Subject to the foregoing, an indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Company. The failure to notify an indemnifying party promptly of the commencement of any such action, if materially prejudicial to his ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 8, but the omission so to notify the indemnifying party will not relieve him of any liability which he may have to any indemnified party otherwise other than under this Section 8. (d) If the indemnification provided for in this Section 8 from the indemnifying party is applicable by its terms but unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 8(a), 8(b) and 8(c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. (e) Notwithstanding anything in this Section 8 to the contrary, if, in connection with an underwritten public offering, the Company, the Investors and the underwriters enter into an underwriting or purchase agreement relating to such offering which contains provisions covering indemnification among the parties, then the indemnification provision of this Section 8 shall be deemed inoperative for purposes of such offering. -11- 9. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the Investors the use of Section 2A hereof and the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Shares to the public without registration, the Company agrees to use reasonable best efforts to: (i) make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of a registration statement on Form S-3, including any successor or substitute forms, or the use of Rule 144. 10. TRANSFER OF REGISTRATION RIGHTS. (a) In the event that, pursuant to Section 10.9(a) of the Stock Purchase Agreement, the Initial Investor shall assign, in whole or in part, its right to purchase Shares to any permitted assignee in accordance with the terms of the Stock Purchase Agreement, then the Initial Investor shall have the right to assign to such permitted assignee the Initial Investor's rights under this Agreement, to the extent of the interest assigned to such permitted assignee by the Initial Investor; provided, however, that no rights may be assigned to any such permitted assignee unless such permitted assignee shall execute and deliver to the Company such permitted assignee's written agreement to become a party to this Agreement and to become bound and subject to all of the terms and provisions of this Agreement to the same extent as the Initial Investor. Upon any such assignment to any such permitted assignee in accordance with the terms of this Section 10(a), such permitted assignee shall be deemed to be an "Initial Investor" for purposes of this Agreement. (b) Except to the extent otherwise provided in Section 10(a) hereof, none of the rights of any Investor under this Agreement shall be transferred or assigned to any person unless (i) such person is a Qualifying Investor (as defined below), and (ii) such person agrees to become a party to, and bound by, all of the terms and conditions of, this Agreement. For purposes of this Section 10(b), the term "Qualifying Investor" shall mean, with respect to any Investor, (i) any partner, member or shareholder thereof, (ii) any person, corporation or partnership controlling, controlled by, or under common control with, such Investor or any partner thereof, or (iii) any other direct transferee from such Investor of at least 257,000 shares of Common Stock (subject to adjustment in the event of stock splits, stock dividends, recombinations, recapitalizations and the like). None of the rights of any Investor under this Agreement shall be transferred or assigned to any transferee of Shares pursuant to a "brokers transaction" within the meaning of Rule 144 under the Securities Act or an effective registration statement under the Securities Act. Upon transfer of Shares and rights in accordance with this Section 10(b), such Qualified Investor shall be deemed an "Investor" hereunder. -12- 11. LOCKUP AGREEMENT. (a) Each Investor which holds or owns (at the time of the written request of the Company or managing underwriter referred to below in Section 11(b) or at any time during the ninety (90) day period commencing on the effective date of the registration statement relating to such underwritten public offering of the Company's securities) of record or beneficially (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) five percent (5%) or more of the then issued and outstanding shares of common stock of the Company (including, for this purpose, shares held or owned by any and all affiliates of such Investor) hereby agrees that, at the written request of the Company or any managing underwriter of any underwritten public offering of securities of the Company, such Investor (and its affiliates) shall not, without the prior written consent of the Company or such managing underwriter, sell, make any short sale of, loan, grant any option for the purchase of, pledge, encumber, or otherwise dispose of, or exercise any registration rights with respect to, any Securities during the ninety (90) day period commencing on the effective date of the registration statement relating to such underwritten public offering of the Company's securities. If an Investor is unable to sell, make any short sale of, loan, grant any option for the purchase of, pledge, encumber, or otherwise dispose of, or exercise any registration rights with respect to, any Securities pursuant to an effective registration statement as a result of the foregoing sentence, and such effective registration statement was filed pursuant to a request made under Section 2A hereof, then such request shall not count as one of the Demand Registrations permitted under Section 2A hereof. (b) The Company shall use reasonable best efforts to cause each officer and director of the Company who holds or owns (at the time of the written request of the Company or managing underwriter referred to below in this Section 11 or at any time during the ninety (90) day period commencing on the effective date of the registration statement relating to such underwriter public offering of the Company's securities) of record or beneficially (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) five percent (5%) or more of the then issued and outstanding shares of common stock of the Company, at the written request of the Company or any managing underwriter of any underwritten public offering of securities of the Company, not to, without the prior written consent of the Company or such managing underwriter, sell, make any short sale of, loan, grant any option for the purchase of, pledge, encumber, or otherwise dispose of, or exercise any registration rights with respect to, any Securities during the ninety (90) day period commencing on the effective date of the registration statement relating to such underwritten public offering of the Company's securities. 12. ENTIRE AGREEMENT. This Agreement constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and it also supersedes any and all prior negotiations, correspondence, agreements or understandings with respect to the subject matter hereof. 13. MISCELLANEOUS. -13- (a) This Agreement may not be amended, modified or terminated, and no rights or provisions may be waived, except with the written consent of the Majority Holders and the Company. (b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, and shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and permitted assigns and transferees, provided that the terms and conditions of Section 10 hereof are satisfied. Notwithstanding anything in this Agreement to the contrary, if at any time any Investor shall cease to own any Shares, all of such Investor's rights under this Agreement shall immediately terminate. (c) Any notices to be given pursuant to this Agreement shall be in writing and shall be given by certified or registered mail, return receipt request. Notices shall be deemed given when personally delivered or when mailed to the addresses of the respective parties as set forth on Exhibit A hereto, or to such changed address of which any party may notify the others pursuant hereto, except that a notice of change of address shall be deemed given when received. (d) The parties acknowledge and agree that in the event of any breach of this Agreement, remedies at law will be inadequate, and each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and to such appropriate injunctive relief as may be granted by a court of competent jurisdiction. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative. (e) This Agreement may be executed in a number of counterparts. All such counterparts together shall constitute one Agreement, and shall be binding on all the parties hereto notwithstanding that all such parties have not signed the same counterpart. The parties hereto confirm that any facsimile copy of another party's executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof. (f) Except as contemplated in Section 8 hereof, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person (including, without limitation, any stockholder or debt holder of the Company) other than the parties hereto. (g) If any provision of this Agreement is invalid, illegal or unenforceable, such provision shall be ineffective to the extent, but only to the extent of, such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement, unless such a construction would be unreasonable. (h) This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their permitted successors and assigns. -14- IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date and year first above written. LEUKOSITE, INC. By: /s/ Christopher K. Mirabelli ---------------------------- Name: Christopher K. Mirabelli Title: President and Chief Executive Officer INITIAL INVESTOR: PERSEUS CAPITAL LLC By: /s/ Kenneth M. Socha -------------------- Name: Kenneth M. Socha Title: Executive Vice President Exhibit A All correspondence to the Company shall be addressed as follows: LeukoSite, Inc. 215 First Street Cambridge, MA 02142 Attention: Christopher K. Mirabelli, President and Chief Executive Officer Telecopier: (617) 278-3399 with a copy to: Bingham Dana LLP 150 Federal Street Boston, Massachusetts 02110 Attention: Julio E. Vega, Esq. Telecopier: (617) 951-8736 All correspondence to the Initial Investor shall be addressed as follows: Perseus Capital, LLC The Army and Navy Club Building 1627 I Street, N.W., Suite 610 Washington D.C. 20006 Telecopy: (202) 463-6215 Attention: Christopher D. Earl, Ph.D. with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Telecopy: (212) 757-3990 Attention: Bruce A. Gutenplan, Esq. EX-3 4 EXHIBIT 3 EXHIBIT 3 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts. Dated: July 30, 1999 PERSEUS CAPITAL, LLC By: /s/ KENNETH M. SOCHA -------------------- Name: Kenneth M. Socha Title: Executive Vice President PERSEUS MANAGEMENT, LLC By: /s/ KENNETH M. SOCHA -------------------- Name: Kenneth M. Socha Title: Executive Vice President PERSEUS, LLC By: /s/ KENNETH M. SOCHA -------------------- Name: Kenneth M. Socha Title: Executive Vice President RAPPAHANNOCK INVESTMENT COMPANY By: /s/ KENNETH M. SOCHA -------------------- Name: Kenneth M. Socha Title: Senior Vice President CUSIP No. 52728R 102 Page 2 of 2 MR. FRANK H. PEARL By: /s/ FRANK H. PEARL ------------------ Name: Frank H. Pearl -----END PRIVACY-ENHANCED MESSAGE-----