Vicuron Pharmaceuticals Inc Sample Contracts

RECITALS
License Agreement • July 5th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • Indiana
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DECEMBER 9, 1997 BETWEEN SEPRACOR INC.
Administrative Services Agreement • June 9th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • Delaware
VERSICOR INC.
Versicor Inc /Ca • June 9th, 2000 • Pharmaceutical preparations • Delaware
RECITALS
Stock Purchase Agreement • July 5th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • Delaware
RECITALS
Rights Agreement • June 9th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • California
RECITALS
Indemnity Agreement • June 9th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • Delaware
Versicor Inc.
Underwriting Agreement • July 25th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • New York
VICURON PHARMACEUTICALS INC. and as Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated as of
Warrant Agreement • February 13th, 2004 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

DEBT SECURITIES WARRANT AGREEMENT, dated as of between Vicuron Pharmaceuticals Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

LICENSE AGREEMENT
License Agreement • July 5th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • England and Wales
VERSICOR INC.
Non-Statutory Stock Option Agreement • June 9th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations
DEPOSIT AGREEMENT
Deposit Agreement • February 13th, 2004 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT, dated as of [ ] among Vicuron Pharmaceuticals Inc., a Delaware corporation, [ ], a [ ] under the laws of the State of [ ], as Depositary, and all holders from time to time of Receipts issued hereunder.

4,800,000 Shares VICURON PHARMACEUTICALS INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2004 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations • New York

VICURON PHARMACEUTICALS INC., a Delaware corporation (the “Company”), proposes to issue and sell to MORGAN STANLEY & CO. INCORPORATED (the “Underwriter”) 4,800,000 shares of its common stock, $0.001 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to you not more than an additional 720,000 shares of its common stock, $0.001 par value per share (the “Additional Shares”), if and to the extent that you shall have determined to exercise the right to purchase such shares of common stock granted to you 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.”

EXHIBIT 4.1 ------------------------------------------------------------------- ------------- SHAREHOLDER RIGHTS AGREEMENT by and between
Shareholder Rights Agreement • July 11th, 2001 • Versicor Inc /Ca • Pharmaceutical preparations • New York
VICURON PHARMACEUTICALS INC. and [ ], as Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated as of
Warrant Agreement • February 13th, 2004 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

PREFERRED STOCK WARRANT AGREEMENT, dated as of between Vicuron Pharmaceuticals Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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VERSICOR INC.
Incentive Stock Option Agreement • June 9th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations
SECOND AMENDMENT TO LEASE
Versicor Inc /Ca • March 3rd, 2003 • Pharmaceutical preparations

THIS SECOND AMENDMENT TO LEASE (the "Second Amendment") is entered into this 17 day of December, 2002, between EXECUTIVE TERRACE INVESTORS, L.P. ("Landlord"), and VERSICOR INC., a Delaware corporation ("Tenant").

STOCK OPTION AGREEMENT
Versicor Inc /Ca • March 3rd, 2003 • Pharmaceutical preparations

Pursuant to the Grant Notice and this Stock Option Agreement, the Company has granted you an option to purchase the number of shares of the Company's common stock ("Common Stock") indicated in the Grant Notice at the exercise price indicated in the Grant Notice.

RECITALS
Research Collaboration, Contract Service and License Agreement • July 5th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • New York
STOCK OPTION AGREEMENT
Stock Option Agreement • March 3rd, 2003 • Versicor Inc /Ca • Pharmaceutical preparations

Pursuant to the Grant Notice and this Stock Option Agreement, the Company has granted you an option to purchase the number of shares of the Company's common stock ("Common Stock") indicated in the Grant Notice at the exercise price indicated in the Grant Notice.

INDEMNITY AGREEMENT
Indemnity Agreement • March 16th, 2005 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Indemnity Agreement (this “Agreement”) is made as of March 6, 2003 by and between Vicuron Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Dov A. Goldstein, M.D. (the “Indemnitee”), an officer of the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • October 9th, 2002 • Versicor Inc /Ca • Pharmaceutical preparations

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Versicor Inc., a Delaware corporation (the "Company"), and Francesco Parenti (the "Executive"), as of this 30th day of July, 2002 (the "Execution Date").

THIRD AMENDMENT AGREEMENT
Third Amendment Agreement • March 3rd, 2003 • Versicor Inc /Ca • Pharmaceutical preparations

THIS THIRD AMENDMENT AGREEMENT dated as of January 28, 2003 (this "Amendment Agreement"), by and between VERSICOR INC., a Delaware corporation (the "Company"), and FLEET NATIONAL BANK (the "Bank").

PRIVATE AGREEMENT between
Private Agreement • March 12th, 2004 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations

GRUPPO LEPETIT S.p.A., having its registered office at Via R. Lepetit 8, Lainate (MI), Milan, Tax and VAT No. 0079596015, and Milan Companies Registry no. 22409, - in the person of its pro tempore legal representative,

BIOSEARCH ITALIA, S.P.A. AND GENOME THERAPEUTICS CORPORATION LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • June 23rd, 2003 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS LICENSE AND SUPPLY AGREEMENT (the “Agreement”) is made effective as of the 8th day of October, 2001 (the “Effective Date”) by and between GENOME THERAPEUTICS CORPORATION a Massachussetts corporation having its principal place of business at 100 Beaver Street, Waltham, MA 02453, USA (“GENE”) and BIOSEARCH ITALIA, S.p.A. an Italian corporation with its principal place of business at via R. Lepetit, 34, 21040 Gerenzano, Italy (“Biosearch”). GENE and Biosearch are sometimes referred to herein individually as a “Party”and collectively as the “Parties.”

Re: Letter Agreement between Monte Titoli and Versicor about Voting Procedures in connection with Versicor Inc. stockholder meetings Dear Sirs,
Letter Agreement • May 15th, 2003 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations

we send you Monte Titoli’s acceptance - duly signed by our General Manager, Paolo Cittadini - to your proposal, signed by your President, George F. Horner III, of a letter agreement between the parties which permits Versicor’s stockholders in Italy to vote their shares.

VERSICOR INC.
Founder Agreement • June 9th, 2000 • Versicor Inc /Ca • Pharmaceutical preparations • Massachusetts
SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT by and between VICURON PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY
Shareholder Rights Agreement • June 16th, 2005 • Vicuron Pharmaceuticals Inc • Pharmaceutical preparations

THIS SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of June 15, 2005 by and between Vicuron Pharmaceuticals, Inc., a Delaware corporation (formerly Versicor Inc., the “Company”) and American Stock Transfer & Trust Company (“Rights Agent”).

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