Exhibit 10.65 SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of January 2, 2003, by and between Elizabeth A. Grammer (the "Employee") and Essential Therapeutics, Inc., a Delaware corporation (the "Company"). 1. Term of Agreement. This Agreement...Severance Agreement • March 31st, 2003 • Essential Therapeutics Inc • Pharmaceutical preparations
1 Exhibit 10.33 CONSULTING AGREEMENT John P. Walker 126 Isabella Avenue Atherton, CA 94027 January 1, 2001 Dear John: Microcide Pharmaceuticals, Inc. (the "Company") wishes to obtain your services as a consultant. This letter shall constitute an...Consulting Agreement • March 21st, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
This ESCROW AGREEMENT (this "Agreement"), dated as of March 11, 2002, is --------- among Essential Therapeutics, Inc., a Delaware corporation (the "Parent"), ------ Terence E. Winters in his capacity as representative (he or his successor, in such...Escrow Agreement • March 25th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Massachusetts
WITNESSETHVoting Agreement • November 2nd, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
WHEREAS, as a condition to, and concurrently with, the execution of this Agreement, certain directors, officers, employees and consultants of the Company, and all holders of convertible promissory notes issued by the Company (other than Parent) and...Merger Agreement • March 25th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
EXHIBIT 99.3 NEITHER THIS STOCK OPTION AGREEMENT NOR ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN...Stock Option Agreement • August 6th, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
RECITALSLicense Agreement • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations
RECITALSIndemnification Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
EXHIBIT 3 --------- AGREEMENT --------- Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the...Agreement • November 2nd, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations
This Schedule 13D was executed by Louis S. Citron pursuant to a Power of Attorney which is being filed with the Securities and Exchange Commission with this Schedule 13D filing for Essential Therapeutics, Inc. and said Power of Attorney is incorporated herein by reference and a copy of which is attached as Exhibit 4.
LEASE AGREEMENTLease Agreement • November 8th, 1996 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of July 27, 2001, --------- is entered into by and between The Althexis Company, Inc., a Delaware corporation ("Issuer"), and Microcide Pharmaceuticals, Inc., a Delaware ------ corporation...Stock Option Agreement • August 6th, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Microcide Pharmaceuticals, Inc. ________________________________ ________________________________ Attention:______________________ Ladies and Gentlemen: Microcide Pharmaceuticals, Inc., a Delaware corporation, (the "Company"), and ____________ (the...Lock-Up Agreement • November 5th, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations
Microcide Pharmaceuticals, Inc., a Delaware corporation, (the "Company"), and ____________ (the "Investor"), have entered into a Subscription Agreement dated as of _________ __, 2001 (the "Subscription Agreement"), providing for the purchase of _______ shares (the "Shares") of the Company's Series B Convertible Redeemable Preferred Stock ("Company Preferred Stock") by the Investor (the "Investment").
SEVERANCE AGREEMENT (Mark Skaletsky)Severance Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Massachusetts
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 8th, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
WITNESSETHVoting Agreement • November 8th, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
1 EXHIBIT 10.21 MICROCIDE PHARMACEUTICALS, INC. CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of the 14th day of January, 1998, by and between Microcide Pharmaceuticals, Inc. (the "Company"), and Keith...Consulting Agreement • March 31st, 1998 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amendment No. 2 to License Agreement (the "Amendment") is entered into this 15th day of February, 2002. ---- RECITALSLicense Agreement • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations
EPIGENIX, INC.Series a Preferred Stock Purchase Agreement • January 29th, 1998 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
CONFIDENTIAL TREATMENT AMENDMENT NO. 3Research Agreement • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations
Exhibit 2 Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the...Schedule 13d Agreement • April 29th, 2003 • Essential Therapeutics Inc • Pharmaceutical preparations
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Essential Therapeutics, Inc.
ANDPreferred Shares Rights Agreement • February 4th, 1999 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Exhibit 10.6 CONFIDENTIAL TREATMENT LICENSE AGREEMENT USC FILE 2146B (Gere S. diZerega) USC FILE 2429 (Gere S. diZerega and Kathleen E. Rodgers) USC FILE 2430 (Gere S. diZerega and Kathleen E. Rodgers) TISSUE REPAIR SUBSTANCE 1. INTRODUCTION THIS...License Agreement • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • California
FORM OF]Subscription Agreement • November 8th, 2001 • Essential Therapeutics Inc • Pharmaceutical preparations • California
1 EXHIBIT 2.3 ANTIVIRAL AND SURROGATE GENETICS RESEARCH AND COLLABORATION AGREEMENT MICROCIDE PHARMACEUTICALS, INC.Research and Development • January 29th, 1998 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
Exhibit 10.35 COLLABORATIVE RESEARCH AND LICENSE AGREEMENT THIS COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (the "Agreement") is made effective as of the 15th day of January, 2001 (the "Effective Date") by and between MICROCIDE PHARMACEUTICALS, INC.,...Collaborative Research and License Agreement • August 14th, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations
Amendment to the Collaborative Research Agreement This Agreement (the "2000 Amendment") is entered into as of March 1, 2000 by and between Pfizer Inc. ("Pfizer"), a Delaware corporation, having an office at 235 East 42nd Street, New York, New York...Collaborative Research Agreement • June 19th, 2000 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations
EXHIBIT 99.4 SUBSCRIPTION AGREEMENT DATED AS OF JULY 27, 2001 BY AND BETWEEN MICROCIDE PHARMACEUTICALS, INC.Subscription Agreement • August 6th, 2001 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations • California
EXHIBIT 10.20 SUB-SUBLEASESub-Sublease • November 14th, 1997 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations
Consulting Agreement -- John P. Walker Page -2-Consulting Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • California
WHEREAS, the Company is entering into a certain Agreement and Plan of Merger, of even date herewith (the "Merger Agreement"), by and among the ---------------- Company, Microcide Pharmaceuticals, Inc., a Delaware corporation ("Microcide"), ---------...Executive Stock Purchase Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Massachusetts
AGREEMENTVoting Agreement • April 29th, 2003 • Essential Therapeutics Inc • Pharmaceutical preparations • Delaware
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1.0 Basic Provisions ("Basic Provisions") 1.1. Parties: This Lease ("Lease"), dated for reference...Standard Industrial/Commercial Single-Tenant Lease - Net • August 14th, 1998 • Microcide Pharmaceuticals Inc • Pharmaceutical preparations
SUBLEASE --------Sublease • May 15th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations
ACCOUNT PLEDGE AGREEMENTAccount Pledge Agreement • November 14th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations • Massachusetts
ACCOUNT PLEDGE AGREEMENT (“this Agreement”) dated as of September 25, 2002 between Essential Therapeutics, Inc., a Delaware corporation (the “Pledgor”) and Fleet National Bank (the “Pledgee”).
EXHIBIT 10.41 CONFIDENTIAL TREATMENT AMENDMENT NUMBER 3 TO RESEARCH AND LICENSE AGREEMENT BY AND BETWEEN MICROCIDE PHARMACEUTICALS, INC., ORTHO PHARMACEUTICAL CORPORATION AND R.W. JOHNSON PHARMACEUTICAL RESEARCH INSTITUTE This Amendment Number 3...Research and License Agreement • March 29th, 2002 • Essential Therapeutics Inc • Pharmaceutical preparations
