METABASIS THERAPEUTICS, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As OfCommon Stock Warrant Agreement • February 3rd, 2006 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
COMMON STOCK WARRANT AGREEMENT, dated as of between METABASIS THERAPEUTICS, 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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METABASIS THERAPEUTICS, INC. WARRANT TO PURCHASE 19,000 SHARES OF SERIES C PREFERRED STOCKWarrant Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS CERTIFIES THAT, for value received, GATX Ventures, Inc., a Delaware corporation, and its assignees are entitled to subscribe for and purchase 19,000 shares of the fully paid and nonassessable Series C Preferred Stock (as adjusted pursuant to Section 5 hereof, the "Shares") of Metabasis Therapeutics Inc., a Delaware corporation (the "Company"), at the price of $1.25 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 5 hereof is herein referred to as the "Warrant Price"), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, (a) the term "Series Preferred" shall mean the Company's presently authorized Series C Preferred Stock, and any stock into or for which such Series C Preferred Stock may hereafter be converted or exchanged, and after the automatic conversion of the Series C Preferred Stock to Common Stock pursuant to the Company's Certificate of Incorporation shall
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2006 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2006, is by and between Metabasis Therapeutics, Inc. (the “Company”) and Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”).
Shares METABASIS THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2004 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York
SG COWEN & CO., LLC DEUTSCHE BANK SECURITIES INC. THOMAS WEISEL PARTNERS LLC LEGG MASON WOOD WALKER, INCORPORATED As Representatives of the several Underwriters c/o SG Cowen & Co., LLC 1221 Avenue of the Americas New York, New York 10020
METABASIS THERAPEUTICS, INC. SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2009 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
THIS SEVERANCE AGREEMENT (this “Agreement”) is entered into effective as of June 18, 2007 (the “Effective Date”), by and between BARRY GUMBINER (the “Employee”) and METABASIS THERAPEUTICS, INC., a Delaware corporation (the “Company”).
METABASIS THERAPEUTICS, INC. AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • August 7th, 2009 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is entered into effective as of April 22, 2009 (the “Effective Date”), by and between BARRY GUMBINER (the “Employee”) and METABASIS THERAPEUTICS, INC., a Delaware corporation (the “Company”). This Agreement shall replace and supersede in its entirety that certain Severance Agreement between the Employee and Company entered into effective June 18, 2007 (the “Prior Agreement”).
METABASIS THERAPEUTICS, INC. SEVERANCE AGREEMENTSeverance Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS SEVERANCE AGREEMENT (this "Agreement") is entered into effective as of June 30, 2003 (the "Effective Date"), by and between PAUL K. LAIKIND (the "Employee") and METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company").
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • January 28th, 2010 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 27, 2010 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Metabasis Therapeutics, Inc., a Delaware corporation (“Target”), David F. Hale, as Stockholders’ Representative (the “Stockholders’ Representative”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and as initial Roche CVR Registrar (as defined herein).
EXCLUSIVE LICENSE AND RESEARCH COLLABORATION AGREEMENTExclusive License and Research Collaboration Agreement • May 26th, 2004 • Metabasis Therapeutics Inc • Pharmaceutical preparations
This Agreement (this "Agreement") is dated as of December 23, 2003 (the "Effective Date"), and is entered into by and between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey ("Merck"), and METABASIS THERAPEUTICS, INC., a corporation organized and existing under the laws of Delaware ("Metabasis").
AMENDED AND RESTATED COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENTCollaborative Research and Development and License Agreement • April 28th, 2004 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT (this "Agreement"), dated as of June 30, 1999, is between METABASIS THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 9390 Towne Centre Drive, San Diego, California 92121 ("MTI"), and SANKYO CO., LTD., a Japanese corporation having its principal place of business at 5-1 Nihonbashi-Honcho, 3-chome, Chuo-ku, Tokyo 103, Japan ("Sankyo").
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • April 28th, 2004 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
THIS EXCLUSIVE OPTION AGREEMENT (the "Agreement") is made as of October 21, 2002 (the "Option Effective Date") by and between METABASIS THERAPEUTICS, INC., a Delaware corporation ("Metabasis"), and SANKYO CO., LTD., a Japanese corporation ("Sankyo").
MASTER AGREEMENTMaster Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS MASTER AGREEMENT (the "Agreement") is made as of June 30, 1999 by and among METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company"), SICOR INC. (formerly Gensia Sicor Inc.), a Delaware corporation ("SICOR"), and JOHN BECK, MARK ERION and PAUL K. LAIKIND (each a "Senior Manager" and collectively, the "Senior Managers"). The Company, SICOR, and the Senior Managers are hereinafter also referred to individually as a "Party" and collectively as the "Parties."
METABASIS THERAPEUTICS, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS STOCK RESTRICTION AGREEMENT (this "Agreement") is entered into effective as of June 30, 2003 (the "Effective Date"), between METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Corporation"), and PAUL K. LAIKIND ("Purchaser"). The Corporation and Purchaser are hereinafter also referred to individually as a "party" and collectively as the "parties." Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Severance Agreement (as defined below).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • January 28th, 2010 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 27, 2010 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Metabasis Therapeutics, Inc., a Delaware corporation (“Target”), David F. Hale, as Stockholders’ Representative (the “Stockholders’ Representative”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”) and as initial Glucagon CVR Registrar (as defined herein).
METABASIS THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • April 22nd, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
THIS CERTIFIES THAT, for value received, [ ], or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Metabasis Therapeutics, Inc., a Delaware corporation, with its principal office at 11119 Torrey Pines Road, La Jolla, California 92037 (the “Company”) up to [ ] shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”).
LICENSE AGREEMENTLicense Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS LICENSE AGREEMENT (this "Agreement") dated as of June 30, 1999 (the "Effective Date"), is entered into between SICOR Inc. (formerly Gensia Sicor Inc.), a Delaware corporation having its principal place of business at 19 Hughes, Irvine, California 92618-1902 ("Sicor") and METABASIS THERAPEUTICS, INC., a Delaware corporation having a place of business at 9390 Towne Centre Drive, San Diego, California 92121 ("Metabasis"). Sicor and Metabasis are hereafter also referred to individually, as a "party" and collectively, as the "parties."
METABASIS THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT DATED AS OF OCTOBER 28, 2003*Investors' Rights Agreement • June 3rd, 2004 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 10th, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • Delaware
ICN PHARMACEUTICALS, INC. LETTERHEAD]Development and License Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc
Reference is made to the Development and License Agreement between ICN Pharmaceuticals, Inc. ("ICN") and Metabasis Therapeutics, Inc. ("Metabasis"), dated October 1, 2001 relating to, among other things, the development, manufacturing and marketing of MB6866 (to be renamed Hepavir B) (the "Agreement").
METABASIS THERAPEUTICS, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 28, 2003Series E Preferred Stock Purchase Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 28th day of October, 2003, by and among METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company"), and the investors listed on Exhibit A attached hereto (each a "Purchaser" and together the "Purchasers").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 17th, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • Virginia
THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of March 14, 2008 (the "Effective Date") between OXFORD FINANCE CORPORATION, a Delaware corporation with an office located at 133 N. Fairfax Street, Alexandria, VA 22314("Lender")and METABASIS THERAPEUTICS, INC. a Delaware corporation with an office located at 11119 North Torrey Pines Road, La Jolla, CA 92037 and ARAMED, INC. a Delaware corporation with an office located at 11119 North Torrey Pines Road, La Jolla, CA 92037 (jointly and severally, individually and collectively, the "Borrower"), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2009 • Metabasis Therapeutics Inc • Pharmaceutical preparations • Virginia
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 28, 2009 (the “Effective Date”) among OXFORD FINANCE CORPORATION, a Delaware corporation with an office located at 133 N. Fairfax Street, Alexandria, VA 22314 (“Lender”) and METABASIS THERAPEUTICS, INC. a Delaware corporation with an office located at 11119 North Torrey Pines Road, La Jolla, CA 92037 and ARAMED, INC. a Delaware corporation with an office located at 11119 North Torrey Pines Road, La Jolla, CA 92037 (jointly and severally, individually and collectively, the “Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:
EXCLUSIVE LICENSE AND RESEARCH COLLABORATION AGREEMENT between IDENIX PHARMACEUTICALS, INC. and METABASIS THERAPEUTICS, INC.Exclusive License and Research Collaboration Agreement • March 13th, 2007 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York
Re: License and Collaboration Agreement dated as of June 22, 2005 (the “Collaboration Agreement”) between Merck & Co., Inc. (“Merck”) and Metabasis Therapeutics, Inc. (“Metabasis”)License and Collaboration Agreement • May 2nd, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations
This Letter (this “Letter”) confirms the understanding of Merck and Metabasis regarding certain matters relating to the Collaboration Agreement and is intended to be legally binding on both parties. Capitalized terms used but not otherwise defined in this Letter shall have the meanings provided in the Collaboration Agreement. The parties agree to extend the Research Term, which is currently scheduled to terminate on June 21, 2008, on the terms and conditions specified in this Letter.
FIRST AMENDMENT TO AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • August 6th, 2007 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
This FIRST AMENDMENT TO AMENDED AND RESTATED SEVERANCE AGREEMENT (“First Amendment”) is entered into on April 27, 2007, by and between METABASIS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and PAUL K. LAIKIND (the “Employee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Severance Agreement (as defined below).
QuickLinks -- Click here to rapidly navigate through this documentSeries Preferred Stock Purchase Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc
This letter is in reference to the Series Preferred Stock Purchase Agreement (the "Purchase Agreement") entered into on the date hereof by and among Metabasis Therapeutics, Inc. ("Metabasis") and each of the undersigned investors (the "Investors"). As we discussed, as a material inducement to the parties' agreement to enter into the Purchase Agreement, Metabasis and each of the Investors agree as follows:
4,938,272 Shares METABASIS THERAPEUTICS, INC. Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 27th, 2006 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO SUBLEASE AGREEMENTSublease Agreement • November 15th, 2004 • Metabasis Therapeutics Inc • Pharmaceutical preparations
This Amendment No. 1 to Sublease Agreement (this “Amendment”) is made as of March 18, 2004 by and between SICOR INC., a Delaware corporation (“Sublandlord”) and METABASIS THERAPEUTICS, INC., a Delaware corporation (“Subtenant”).
AMENDMENT AGREEMENTAmendment Agreement • November 10th, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York
This Amendment Agreement (the “Amendment Agreement”) is effective as of the latest date of signature appearing below (the “Effective Date”) by and between Valeant Pharmaceuticals North America, a Delaware corporation and successor in interest to Valeant Research & Development, (“Valeant”), Metabasis Therapeutics, Inc., a Delaware corporation (“Metabasis”), and Schering Corporation, a New Jersey corporation (“Schering”). (Valeant, Metabasis, and Schering are each from time to time referred to individually as a “Party” and collectively as the “Parties”.)
TERMINATION AGREEMENTTermination Agreement • March 17th, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
This Termination Agreement (the "Agreement") is made as of this 30th day of January 2008 (the "Termination Date") by and between Daiichi Sankyo Company, Ltd. ("Daiichi Sankyo"), a Japanese corporation having its principal place of business at 5-1 Nihonbashi-Honcho, 3-chome, Chuo-ku, Tokyo 103-8426, Japan, and Metabasis Therapeutics, Inc. ("Metabasis"), a Delaware corporation having its principal place of business at 11119 North Torrey Pines Road, La Jolla, California 92037. Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings set forth in the Amended and Restated Collaborative Research and Development and License Agreement between Sankyo Co., Ltd. (which was merged with Daiichi Sankyo as of April 1, 2007) and Metabasis, dated June 30, 1999 (the "License Agreement").
TERMINATION AGREEMENTTermination Agreement • March 17th, 2008 • Metabasis Therapeutics Inc • Pharmaceutical preparations • New York
This Termination Agreement (the "Termination Agreement") is effective as of the latest date of signature appearing below (the "Effective Date") by and between Valeant Pharmaceuticals North America, a Delaware corporation and successor in interest to Valeant Research & Development, ("Valeant"), Metabasis Therapeutics, Inc., a Delaware corporation ("Metabasis"), and Schering Corporation, a New Jersey corporation ("Schering"). (Valeant, Metabasis and Schering are each from time to time referred to individually as a "Party" and collectively as the "Parties".)
SEVERANCE AGREEMENTSeverance Agreement • February 3rd, 2004 • Metabasis Therapeutics Inc • California
THIS AGREEMENT is entered into as of April 3, 2002, by and between ED BARACCHINI (the "Employee") and METABASIS THERAPEUTICS, INC., a Delaware corporation (the "Company").
Re: Exclusive License and Research Collaboration Agreement dated as of December 23, 2003, as amended prior to the date hereof (as so amended, the “Collaboration Agreement”) between Merck & Co., Inc. (“Merck”) and Metabasis Therapeutics, Inc. (“Metabasis”)Exclusive License and Research Collaboration Agreement • March 23rd, 2006 • Metabasis Therapeutics Inc • Pharmaceutical preparations
This Letter (this “Letter”) will confirm the understanding of Merck and Metabasis regarding certain matters relating to the Collaboration Agreement and is intended to be legally binding on both parties. Capitalized terms used but not otherwise defined in this Letter shall have the meanings provided in the Collaboration Agreement. Pursuant to this Letter the Parties hereby agree to amend the Agreement as follows:
METABASIS THERAPEUTICS, INC. AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • July 25th, 2006 • Metabasis Therapeutics Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is entered into effective as of July 19, 2006 (the “Effective Date”), by and between PAUL K. LAIKIND (the “Employee”) and METABASIS THERAPEUTICS, INC., a Delaware corporation (the “Company”).
Re: Fourth Letter Agreement to Collaboration and License Agreement Ladies and Gentlemen:Collaboration and License Agreement • August 7th, 2009 • Metabasis Therapeutics Inc • Pharmaceutical preparations
Reference is made to the Collaboration and License Agreement (“Collaboration Agreement”) dated August 7, 2008 by and between Hoffmann-La Roche Inc., Roche Palo Alto LLC and F.Hoffmann-La Roche Ltd (collectively, “Roche”), and Metabasis Therapeutics, Inc. (“Metabasis”), as further modified by the letter agreements dated August 7, 2008, November 26, 2008 and February 25, 2009 (respectively, the “1st Letter”, “2nd Letter” and “3rd Letter”). This Fourth Letter Agreement (“4th Letter”) shall be effective as of the date of the last signature below. Capitalized terms used but not otherwise defined in this 4th Letter shall have the meanings provided in the Collaboration Agreement.