EXHIBIT 10.1 STATE OF NORTH CAROLINA COUNTY OF WAKE CONSENT TO SUBLEASE AGREEMENT As of this 18th day of May, 2001, ROYAL CENTER IC, LLC (hereinafter, ---- whether one or more, referred to as the "Landlord"); CIRCUIT CITY STORES, INC. (hereinafter,...Lease Agreement • August 10th, 2001 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations
Exhibit 10.98 Master Agreement This Agreement ("Agreement") is entered into as of this 23rd day of December, 1999 ("Effective Date"), by and between ClinTrials BioResearch Ltd. ("CTBR"), having a place of business at 87 Senneville Road, Senneville,...Master Agreement • June 29th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations
a. Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or...Registration Rights Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
UNDERWRITING AGREEMENT ---------------------- March 13, 2003 DEUTSCHE BANK SECURITIES INC. U.S. BANCORP PIPER JAFFRAY INC. as Representatives of the several Underwriters named in Schedule I attached hereto c/o Deutsche Bank Securities Inc. 31 West...Underwriting Agreement • March 14th, 2003 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York
WITNESETH: ---------- WHEREAS, pursuant to a Lease Agreement dated December 17, 1992, and amended by First Amendment of Lease dated August 26, 1996 between Sublessor as Tenant, and Imperial Center Partnership and Petula Associates, Ltd., as tenants in...Sublease Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
Exhibit 10.9 MASTER LEASE AGREEMENT MASTER LEASE AGREEMENT (the "Master Lease") dated October 13, 1995 by and between COMDISCO, INC. ("Lessor") and INSPIRE PHARMACEUTICALS, INC. ("Lessee") IN CONSIDERATION of the mutual agreements described below, the...Master Lease Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Illinois
EXHIBIT 10.1 [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND...License Agreement • November 3rd, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York
LEASE FORInspire Pharmaceuticals Inc • March 30th, 2000 • Pharmaceutical preparations
INDENTURE BETWEEN INSPIRE PHARMACEUTICALS, INC. AND AS TRUSTEE DATED AS OF , 200 SUBORDINATED DEBT SECURITIES (Issuable in Series)Inspire Pharmaceuticals Inc • March 9th, 2007 • Pharmaceutical preparations • New York
INDENTURE, dated as of , between INSPIRE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
A. The Company and the Investors who acquired Series A Preferred Stock, $0.001 par value, of the Company (the "Series A Stock"), and/or warrants therefor (the "Series A Warrants"), and are identified as "Series A Investors" on Schedule 1 attached...Investors' Rights Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
WITNESSETHExclusive License Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENTNon-Compete Agreement • August 10th, 2001 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
WITNESSETH:Sponsored Research Agreement • August 2nd, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
EXHIBIT 10.22 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTTHESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE "1933 ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,...Inspire Pharmaceuticals Inc • March 30th, 2000 • Pharmaceutical preparations • Delaware
Exhibit 10.6 [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND...Clinical Trial Agreement • February 25th, 2000 • Inspire Pharmaceuticals Inc • North Carolina
AGREEMENTAgreement • March 8th, 2006 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
THIS AGREEMENT, dated as of March 2, 2006, is made by and between Inspire Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Joseph M. Spagnardi (the "Executive").
6,000,000 Shares INSPIRE PHARMACEUTICALS, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT July 26, 2004Underwriting Agreement • July 27th, 2004 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York
INSPIRE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 6,000,000 shares of its common stock, $0.001 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 900,000 shares of its common stock, $0.001 par value per share (the “Additional Shares”), if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, $0.001 par value per share of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
RIGHTS AGREEMENT BY AND BETWEEN INSPIRE PHARMACEUTICALS, INC. AND COMPUTERSHARE TRUST COMPANY AS RIGHTS AGENT DATED AS OF OCTOBER 21, 2002Rights Agreement • December 23rd, 2002 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
RIGHTS AGREEMENT, dated as of October 21, 2002 (this “AGREEMENT”), by and between Inspire Pharmaceuticals, Inc., a Delaware corporation (the “COMPANY”), and Computershare Trust Company (the “RIGHTS AGENT”).
22,222,223 Shares INSPIRE PHARMACEUTICALS, INC. Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2009 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York
DEVELOPMENT,Development, License and Supply Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
INDENTURE BETWEEN INSPIRE PHARMACEUTICALS, INC. AND AS TRUSTEE DATED AS OF , 200__ SENIOR DEBT SECURITIES (Issuable in Series)Indenture • March 9th, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of , between INSPIRE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
EXHIBIT 10.15 [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND...And Supply Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
CB Draft 7/21/00 6,325,000 Shares of Common Stock Inspire Pharmaceuticals, Inc. UNDERWRITING AGREEMENTInspire Pharmaceuticals Inc • July 24th, 2000 • Pharmaceutical preparations • New York
INSPIRE PHARMACEUTICALS, INC. EXECUTIVE RETENTION BONUS AGREEMENTExecutive Retention Bonus Agreement • May 10th, 2011 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
This EXECUTIVE RETENTION BONUS AGREEMENT (this “Agreement”) is effective as of March 22, 2011 (the “Effective Date”), by and between Inspire Pharmaceuticals, Inc. (the “Company”), and Andrew Koven (the “Executive”).
2,200,000 Shares of Common Stock Inspire Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2004 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York
Inspire Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Deutsche Bank Securities Inc. (the “Underwriter”) an aggregate of 2,200,000 shares (the “Firm Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriter, up to an additional 330,000 shares (the “Additional Shares”) of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriter are referred to herein as the “Shares.” The Shares are more fully described in the Prospectus referred to below.
BETWEENAnd Marketing Agreement • June 29th, 2001 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 13th, 2010 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 7, 2010 (the “Effective Date”), by and between Inspire Pharmaceuticals, Inc. (together with its successors and assigns, “Inspire” or the “Company”), and Thomas R. Staab, II (“Executive”).
INSPIRE PHARMACEUTICALS, INC. Series A Exchangeable Preferred Stock REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”), dated July 20, 2007, among Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors from time to time signatory hereto (each such investor, an “Investor” and all such investors collectively, the “Investors”), is entered into pursuant to that certain Securities Purchase Agreement, dated July 17, 2007, among the Company and Warburg Pincus Private Equity IX, L.P. (the “Purchase Agreement”), providing for the Company’s issuance and sale of an aggregate of 140,186 shares (the “Exchangeable Preferred Stock”) of Series A Preferred Stock, in the amounts set forth on Exhibit A to the Purchase Agreement. The Series A Preferred Stock will be exchangeable into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as set forth in the applicable Certificate of Designations. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 9
EXHIBIT 10.13 [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND...Supply Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 5, 2011 BY AND AMONG MERCK & CO., INC., MONARCH TRANSACTION CORP. AND INSPIRE PHARMACEUTICALS, INC.Agreement and Plan of Merger • April 8th, 2011 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Agreement and Plan of Merger (this “Agreement”), dated as of April 5, 2011, among Merck & Co., Inc., a company formed under the laws of New Jersey (“Parent”), Monarch Transaction Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A attached hereto.
EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENTNon-Compete Agreement • March 11th, 2005 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
THIS EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT (“Agreement”) is made as of the date set forth on the signature page below between Inspire Pharmaceuticals, Inc. (“Inspire”), and the person whose name is set forth on the signature page below as Employee (“Employee”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 5th, 2010 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina
THIS AGREEMENT (this “Agreement”) is made effective this 15th day of September, 2010 (the “Date of Grant”) by and between Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Charles A. Johnson (the “Grantee”).
PETULA ASSOCIATES, LTD. (AS LANDLORD) AND INSPIRE PHARMACEUTICALS, INC. (AS TENANT)Lease Agreement • March 30th, 2000 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations
AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN ROYAL CENTER IC, LLC (AS LANDLORD) AND INSPIRE PHARMACEUTICALS, INC. (AS TENANT)Lease Agreement • December 6th, 2006 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDED AND RESTATED LEASE AGREEMENT (the “Lease”) made and entered into as of the 30th day of November, 2006, by and between ROYAL CENTER IC, LLC, a Delaware limited liability company, hereinafter called “Landlord”; and INSPIRE PHARMACEUTICALS, INC., a Delaware corporation, hereinafter called “Tenant”. This Lease is intended by Landlord and Tenant to be an amendment and restatement of that certain lease for the Premises dated as of December 30, 1997, as amended (the “Original Lease”), by and between Landlord, as successor in interest to Imperial Center Limited Partnership and Tenant, which Original Lease shall be deemed null and void as of the Commencement Date of this Lease except for any obligations accruing thereunder prior to the Commencement Date.
LICENSE AGREEMENT by and between INSPIRE PHARMACEUTICALS, INC. and INSITE VISION INCORPORATED Dated as of February 15, 2007License Agreement • May 10th, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”), dated as of February 15, 2007 (the “Effective Date”), is made by and between Inspire Pharmaceuticals, Inc., a Delaware corporation having its principal office at 4222 Emperor Blvd., Suite 200, Durham, NC 27703 (“Inspire”), and InSite Vision Incorporated, a Delaware corporation having its principal office at 965 Atlantic Ave., Alameda, CA 94501 (“InSite”). Inspire and InSite are each sometimes referred to individually as a “Party” and together as the “Parties.”
