RECITALSRegistration Rights Agreement • November 14th, 2000 • Genstar Therapeutics Corp • Electromedical & electrotherapeutic apparatus • California
RECITALSAsset Purchase Agreement • July 23rd, 1998 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
RECITALSAsset Purchase Agreement • July 23rd, 1998 • Urogen Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.6 AMENDMENT TO LICENSE AGREEMENT ------------------------------ THIS AMENDMENT TO LICENSE AGREEMENT effective as of January 29, 1999 (this "Amendment"), is entered into between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation...License Agreement • May 24th, 1999 • Urogen Corp • Electromedical & electrotherapeutic apparatus
UROGEN CORP.Common Stock Purchase Agreement • February 10th, 2000 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
BETWEENLicense Agreement • November 14th, 2000 • Genstar Therapeutics Corp • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 2.4 UROGEN CORP. INVESTOR RIGHTS AGREEMENTS JULY 8, 1998 UROGEN CORP. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 23rd, 1998 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
ARTICLE 1 DEFINITIONS -----------License Agreement • May 24th, 1999 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
EXCLUSIVE LICENSE AGREEMENT ---------------------------- forExclusive License Agreement • May 24th, 1999 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
RECITALSTechnology License Agreement • July 23rd, 1998 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
UROGEN CORP.Common Stock and Warrant Purchase Agreement • February 10th, 2000 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
CORAUTUS GENETICS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2004 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is effective as of this day of , 2004, by and between Corautus Genetics Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EXHIBIT 10.21 ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement • November 14th, 2000 • Genstar Therapeutics Corp • Electromedical & electrotherapeutic apparatus • California
VIA PHARMACEUTICALS, INC.Stock Option Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this Option may be exercised for one (1) year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2007, by and among VIA Pharmaceuticals, Inc., a Delaware corporation with headquarters located at 750 Battery Street, Suite 330, San Francisco, CA 94111 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
VIA PHARMACEUTICALS, INC.Stock Option Agreement • June 11th, 2007 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • California
Unless otherwise defined herein, the terms defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
UROGEN CORP.Common Stock Purchase Agreement • March 30th, 2000 • Genstar Therapeutics Corp • Electromedical & electrotherapeutic apparatus • California
COMMON STOCK AND WARRANT PURCHASE AGREEMENT CORAUTUS GENETICS INC. AND PURCHASERS JULY 7, 2004Common Stock and Warrant Purchase Agreement • August 16th, 2004 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 28th, 2008 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of January 14, 2008, is made by and between VIA Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Rebecca Taub, M.D. (“Executive”).
ContractPromissory Note • March 31st, 2010 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED...Warrant Agreement • November 15th, 2010 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 26, 2010, AS AMENDED BY THAT OMNIBUS AMENDMENT DATED AS OF NOVEMBER 15, 2010, WHICH RESTRICTIONS ON TRANSFER ARE INCORPORATED HEREIN BY REFERENCE.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is hereby entered into effective as of November 2, 2006 (the “Effective Date”), between JACK W. CALLICUTT (the “Executive”) and CORAUTUS GENETICS INC., a Delaware corporation (the “Company”).
GENSTAR THERAPEUTICS CORPORATION COMMON STOCK PURCHASE WARRANT Void after December 19, 2002Warrant Agreement • March 28th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • California
GenStar Therapeutics Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, CEOcast, Inc., or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Pacific time, on December 19, 2002 (the “Expiration Time”), 50,000 fully paid and nonassessable shares of Common Stock of the Company at a purchase price per share equal to the Warrant Price (as defined herein) and otherwise in accordance with the terms hereof. The number and character of such shares of Common Stock and the Warrant Price therefor are subject to adjustment as provided below.
MATERIAL TRANSFER AGREEMENT (Critical Limb Ischemia Trial) By and Between CORAUTUS GENETICS INC., A Delaware Corporation, And CARITAS ST. ELIZABETH’S MEDICAL CENTER OF BOSTON, INC., A Massachusetts Not For Profit Corporation January 6, 2006Material Transfer Agreement • March 20th, 2006 • Corautus Genetics Inc • Biological products, (no disgnostic substances)
THIS MATERIAL TRANSFER AGREEMENT is entered into, effective as of January 6, 2006, by and between CORAUTUS GENETICS INC., a Delaware Corporation (“Corautus”), and CARITAS ST. ELIZABETH’S MEDICAL CENTER OF BOSTON, INC., a Massachusetts Not For Profit Corporation (“Recipient”).
RECITALSDistribution Agreement • July 23rd, 1998 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
ARTICLE INote and Warrant Purchase Agreement • June 22nd, 1999 • Urogen Corp • Electromedical & electrotherapeutic apparatus • California
VIA PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2007 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • California
This Agreement is entered into as of August 10, 2004, by and between VIA Pharmaceuticals, Inc. (the “Company”), and Lawrence Cohen (“Executive”).
Corautus Genetics Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2006 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • New York
Corautus Genetics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I annexed hereto (the “Underwriters”) an aggregate of 7,500,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,125,000 Common Shares (the “Option Shares”) as provided in Section 1. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Shares”. Lazard Capital Markets LLC and Jefferies & Company, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares. To the extent there are no additional Underwriters listed on Schedule I other than Lazard Capital Markets LLC and Jefferies & Com
SEPARATION AGREEMENTSeparation Agreement • March 30th, 2007 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • Georgia
This SEPARATION AGREEMENT (the “Agreement”) is made and entered into this 2nd day of November, 2006 ( the “Execution Date”) to become effective as of the eighth day after the Execution Date (the “Effective Date”), by and between CORAUTUS GENETICS, INC., a Delaware corporation (“the Company”) and ROBERT T. ATWOOD (the “Executive”).
SECOND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • March 24th, 2011 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment") is entered into as of March 24, 2011 by and among BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P. (“Investor”) and VIA PHARMACEUTICALS, INC., a Delaware corporation (the “Company"). Investor and the Company are sometimes referred to in this Amendment, individually, as a “Party” and, collectively, as the “Parties.”
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS AGREEMENT is made and entered into as of 27 day of March (the “Effective Date”) by and between SANTEN PHARMACEUTICAL CO., LTD. (“SANTEN”), a Japanese corporation having a place of business at 9-19, Shimoshinjo 3-chome, Higashiyodogawa-ku, Osaka 533-8651, Japan, and VIA PHARMACEUTICALS, INC. (“VIA”), a Delaware corporation having a place of business at 750 Battery Street, Suite 330, San Francisco, CA 94111, USA.
FOURTH AMENDMENT TO PROMISSORY NOTEPromissory Note • March 1st, 2010 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
THIS FOURTH AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered as of February 26, 2010, by and between VIA Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Bay City Capital Fund IV, L.P., or its registered assigns (the “Holder”).
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED...Warrant Agreement • March 12th, 2009 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 12, 2009, WHICH RESTRICTIONS ON TRANSFER ARE INCORPORATED HEREIN BY REFERENCE.
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • October 30th, 2009 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered as of October 30, 2009, by and between VIA Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Bay City Capital Fund IV, L.P., or its registered assigns (the “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of February 5, 2003 (the “Effective Date”), between ROBERT T. ATWOOD (the “Executive”) and CORAUTUS GENETICS INC., a Delaware corporation (the “Company”);
