13D Filing: OrbiMed Advisors and Scpharmaceuticals Inc (SCPH)

Piggyback Registration Rights

The Investors’ 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 Investors’ Rights Agreement, including OPI VI, 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.

Indemnification

The Investors’ Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to the Issuer, and the selling stockholders are obligated to indemnify the Issuer for material misstatements or omissions attributable to them.

Expiration of Registration Rights

The demand registration rights and short form registration rights granted under the Investors’ Rights Agreement will terminate on the third anniversary of the completion of the IPO or at such time after the IPO when the holders’ of registrable securities may be sold without restriction pursuant to Rule 144 within a three month period.

Other than as described in this Statement, to the best of the Reporting Persons’ knowledge, there are no other 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 Issuer.

Item 7.

Materials to Be Filed as Exhibits