Rights Agreement (2015)Full Document 

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EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT


TABLE OF CONTENTS

1. Definitions 1
2. Registration Rights 3
2.1 Resale Registration 3
2.2 Obligations of the Company 3
2.3 Furnish Information 4
2.4 Expenses of Registration 4
2.5 Delay of Registration 4
2.6 Indemnification 4
2.7 Securities Laws Disclosure; Publicity 6
2.8 Termination of Registration Rights 7
2.9 Obligations of the Investors 7
3. Miscellaneous 7
3.1 Successors and Assigns 7
3.2 Governing Law 7
3.3 Counterparts 7
3.4 Titles and Subtitles 8
3.5 Notices 8
3.6 Amendments and Waivers 8
3.7 Severability 8
3.8 Aggregation of Shares 8
3.9 Entire Agreement 9
3.10 Dispute Resolution 9
3.11 Delays or Omissions 9


REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT is made as of the 11th day of December, 2015, by and among Ascendis Pharma A/S, a Danish public limited liability company (the "Company"), Fidelity Securities Fund: Fidelity Series Small Cap Opportunities Fund - Healthcare Sub and Fidelity Stock Selector Small Cap Fund - Health Care Sub (each, an "Investor" and together, the "Investors").

RECITALS

WHEREAS, the Investors are party to a Securities Purchase Agreement with Gilde Healthcare II Sub-Holding B.V. (the "Seller") of even date herewith (the "Purchase Agreement") regarding the sale by the Seller and the purchase by the Investors of an aggregate of 1,000,000 American Depositary Shares representing Ordinary Shares of the Company at a price per share of $17.50; and

WHEREAS, the Company is not a party to the transactions contemplated by the Purchase Agreement, but provides this Agreement in order to govern the rights of the Investors to cause the Company to register American Depositary Shares representing Ordinary Shares to be sold to the Investors and shall govern certain other matters as set forth in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement:

1.1 "Affiliate" means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.2 "American Depositary Shares" means American Depositary Shares representing Ordinary Shares.

1.3 A "Change of Control" shall mean any transaction or series of transactions in which the direct or indirect ownership of voting shares of the Company carrying in excess of 50% of the voting rights (on an as-converted basis) is, after such transactions, effectively transferred to any third party.

1.4 "Damages" means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other applicable securities law, rule or regulation, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an 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 (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any other applicable securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any applicable securities law.


1.5 "Eligibility Date" means the first day that the Company is eligible to file a Form F-3, currently anticipated to be February 1, 2016.

1.6 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.7 "Form F-3" means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC; provided, however that if the Company ceases to be a "Foreign Private Issuer" (as defined in the Securities Act and the Exchange Act) and becomes eligible to use Form S-3 under the Securities Act, then all references to Form F-3 herein shall be deemed to be references to Form S-3.

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