13D Filing: OrbiMed Advisors and Clementia Pharmaceuticals Inc (CMTA)

OPI IV and certain other stockholders of the Issuer entered into a second amended and restated registration rights agreement with the Issuer (the “Registration Rights Agreement”), dated as of March 17, 2017.  Pursuant to the Registration Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

Demand Registration Rights

At any time after the earlier of (i) three years from June 22, 2015 or (ii) six months after the Issuer’s initial public offering, the holders of more than 50% of the registrable securities then outstanding have the right to demand that the Issuer use its best efforts to file a registration statement, subject to certain limitations, including, that the aggregated gross offering price for such offering must exceed $50 million. The Issuer is only obligated to file up to two registration statements in connection with the exercise of demand registration rights.  The registration rights set out above may be postponed in certain circumstances.

Piggyback Registration Rights

The Registration Rights Agreement further provides that, in the event that the Issuer determines to register any of its securities under the Securities Act, either for its own account or for the account of other security holders, the stockholders who are party to the Registration Rights Agreement, including OPI IV, will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations.