Affimed N.V. (AFMD): OrbiMed Advisors Cuts Its Position

Page 8 of 12 – SEC Filing

    

8 of 12

Registration Rights Agreement

The Issuer is party to a registration rights agreement among OPI III, Associates III, SGR Sagittarius Holding AG, BioMed Invest I Ltd., LSP III Omni Investment Coöperatief U.A. and Novo Nordisk A/S dated September 17, 2014 (the “Registration Rights Agreement”), a summary of which is set forth at Item 6 of Amendment No. 3 to the Statement.  All of the Shares held by OPI III and Associates III, with the exception of the Shares covered by the Amended and Restated Carve-Out Agreements, were registered on the F-3 Registration Statement.

Amended and Restated Carve-Out Agreements

In connection with the Issuer’s initial public offering, Advisors and GP III, pursuant to their authority under the limited partnership agreements of OPI III and/or Associates III, caused OPI III and Associates III, as applicable, together with the other Selling Shareholders, to enter into the carve-out agreements with the Beneficiaries described in the Statement (the “Original Carve-Out Agreements”).  On February 17, 2015, the Selling Shareholders entered into a termination agreement pursuant to which the Selling Shareholders and the Beneficiary agreed to terminate the Original Carve-Out Agreement with such Beneficiary for the future and to replace it by individual Amended and Restated Carve-Out Agreements between each Selling Shareholder and the Beneficiary.

The Amended and Restated Carve-Out Agreements grant each Beneficiary the right to receive a payment equal to a certain percentage of the fair value of the Issuer contingent upon the occurrence of a defined event, including an initial public offering.  Following the expiration of applicable lock-up agreements, (i) the obligations of OPI III and Associates III under the Amended and Restated Carve-Out Agreements were satisfied through a transfer to the Beneficiaries of an amount of shares of Common Stock in the aggregate amount of 379,023 shares, and (ii) portions of these shares are sold pursuant to Rule 144 to satisfy withholding taxes triggered by the transfer and delivered to the Beneficiaries with the net amount of shares to which each Beneficiary is entitled to receive pursuant to his or her individual Amended and Restated Carve-Out Agreement.

The foregoing description of the Amended and Restated Carve-Out Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amended and Restated Carve-Out Agreement, a copy of which was filed as Exhibit 3 to Amendment No. 1 to the Statement and is incorporated herein by reference.  Other than as described in this Amendment No. 6 to the 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

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly.
2.	Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Issuer’s Form F-1 (SEC File No. 333-197097), filed with the SEC on July 17, 2014).
3.	Form of Amended and Restated Carve-Out Agreement (incorporated by reference to Exhibit 4 to Amendment No. 1 to the Reporting Persons’ Statement on Schedule 13D, filed with the SEC on February 20, 2015).