SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASE Agreement made as of the 20th day of August, 1998, by and between Transcend Therapeutics, Inc., a Delaware corporation (the "Company"), and Hector J. Gomez, M.D., Ph.D. (the "Employee"). WHEREAS, the...Severance Agreement • November 16th, 1998 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
1 [LETTERHEAD OF FREE RADICAL SCIENCES, INC.] EXHIBIT 10.8 FREE RADICAL SCIENCES, INC. EMPLOYMENT AGREEMENT AGREEMENT dated as of November 28, 1994, by and between Hector J. Gomez, M.D., Ph.D., of 66 Wayside Road, Concord, MA, 01742, (hereinafter...Employment Agreement • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Illinois
LICENSE AGREEMENT THIS LICENSE AGREEMENT, effective this 31st day of December, 1997 (the "Effective Date") is entered into by and between Nestec Ltd., a Swiss corporation having offices at Avenue Nestle 55, 1800 Vevey, Switzerland ("NESTLE") and...License Agreement • March 31st, 1998 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances)
LEASELease • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 10.12 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT --------------------------------------------------Common Stock Purchase Warrant • March 31st, 1998 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 10.2 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. CONTRIBUTION AGREEMENTContribution Agreement • July 1st, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
Transcend Therapeutics, Inc. 640 Memorial Drive Cambridge, MA 02139Stock Purchase Agreement • June 6th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances)
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 6th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Illinois
LICENSE AGREEMENTLicense Agreement • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances)
1 EXHIBIT 10.5 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. AMENDED AND RESTATED -------------------- EXCLUSIVE LICENSE AGREEMENT CRF D-416 AND D-520...Exclusive License Agreement • July 1st, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 4.3 TRANSCEND THERAPEUTICS, INC. Amendment No. 1 of Second Amended and Restated Registration Rights Agreement ----------------------------- This Amendment No. 1 (the "Amendment") to the Second Amended and Restated Registration Rights...Registration Rights Agreement • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances)
BETWEENDevelopment and License Agreement • July 1st, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
WITNESSETHLease Termination Agreement • March 31st, 1999 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 10.3 NON-SOLICITATION AGREEMENT -------------------------- AGREEMENT dated as of April 5, 1995, by and among Baxter Healthcare Corporation, a Delaware corporation ("Baxter"), and Free Radical Sciences, Inc., a Delaware corporation ("FRS")....Non-Solicitation Agreement • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
EXHIBIT 10.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT -----------------------------------------------------------Common Stock Purchase Warrant • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
RECITALS --------Registration Rights Agreement • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
RECITALS --------Registration Rights Agreement • June 30th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
1 EXHIBIT 10.11 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
RECITALS --------Registration Rights Agreement • March 5th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
FIRST AMENDMENT OF NON-CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTNon-Convertible Preferred Stock and Warrant Purchase Agreement • June 6th, 1997 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances)
Termination AgreementTermination Agreement • May 12th, 1999 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances)
EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG KERAVISION, INC. KVTT ACQUISITION CORPORATION AND TRANSCEND THERAPEUTICS, INC. Dated as of December 22, 1998Agreement and Plan of Reorganization • March 31st, 1999 • Transcend Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
