[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit 10.27
EXECUTION COPY
WARRANT PURCHASE AGREEMENT
between
DYNAVAX TECHNOLOGIES CORPORATION
and
SYMPHONY DYNAMO HOLDINGS, LLC
Dated as of April 18, 2006
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Table of Contents
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
Page
ARTICLE I DEFINITIONS
1
SECTION 1.01 DEFINITIONS
1
ARTICLE II PURCHASE AND SALE OF WARRANT
1
SECTION 2.01 AUTHORIZATION TO ISSUE WARRANT
1
SECTION 2.02 PURCHASE AND SALE OF WARRANT
2
SECTION 2.03 WARRANT DATE
2
ARTICLE III CONDITIONS OF PURCHASE
2
SECTION 3.01 CONDITIONS PRECEDENT TO EACH PARTY’S OBLIGATIONS
2
SECTION 3.02 CONDITIONS PRECEDENT TO HOLDINGS’ OBLIGATIONS
3
SECTION 3.03 CONDITIONS PRECEDENT TO DYNAVAX’S OBLIGATIONS
4
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS
5
SECTION 4.01 REPRESENTATIONS, WARRANTIES AND COVENANTS OF HOLDINGS
5
SECTION 4.02 REPRESENTATIONS, WARRANTIES AND COVENANTS OF DYNAVAX
7
ARTICLE V INDEMNITY
9
SECTION 5.01 INDEMNIFICATION
9
SECTION 5.02 NOTICE OF CLAIMS
10
SECTION 5.03 DEFENSE OF PROCEEDINGS
10
SECTION 5.04 SETTLEMENT
11
ARTICLE VI TRANSFER RESTRICTIONS
12
SECTION 6.01 TRANSFER RESTRI