EXHIBIT 4.0 RIGHTS AGREEMENT BY AND BETWEEN COLLATERAL THERAPEUTICS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY AS RIGHTS AGENT DATED AS OF SEPTEMBER 19, 2001 TABLE OF CONTENTSRights Agreement • September 20th, 2001 • Collateral Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.16 LICENSE AGREEMENT THIS AGREEMENT is made on 25th March 1997 between: 1. AMRAD DEVELOPMENTS PTY LTD (ACN 006 923 904) incorporated in Victoria of 17-27 Cotham Road, Kew, Victoria, Australia (AMRAD); and 2. LUDWIG INSTITUTE FOR CANCER...License Agreement • June 24th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • England
SECURITY AGREEMENT ------------------Security Agreement • April 24th, 1998 • Collateral Therapeutics Inc • California
EXHIBIT 99.3 COLLATERAL THERAPEUTICS, INC. STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or of the board of directors of any Parent...Stock Option Agreement • July 7th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER Dated as of March 19, 2002Merger Agreement • March 28th, 2002 • Collateral Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
LOGO]Lease Agreement • April 24th, 1998 • Collateral Therapeutics Inc • Delaware
EXHIBIT 10.3 COLLATERAL THERAPEUTICS, INC. PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • June 24th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
EXHIBIT 2 STOCKHOLDERS AGREEMENT dated as of March 19, 2002 (this "Agreement"), among SCHERING AKTIENGESELLSCHAFT, a stock corporation organized under the laws of the Federal Republic of Germany ("Parent"), and the individuals and other parties listed...Stockholders Agreement • March 28th, 2002 • Collateral Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
BackgroundLicense Agreement • June 24th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
Exhibit 1.1 2,200,000 Shares of Common Stock Collateral Therapeutics, Inc. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 30th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • New York
EXHIBIT 10.42 [LOGO] IMPERIAL BANK Member FDIC CREDIT AGREEMENTCredit Agreement • June 3rd, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
1ST AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 23rd, 1999 • Collateral Therapeutics Inc • Services-commercial physical & biological research
EXHIBIT 99.6 COLLATERAL THERAPEUTICS, INC. STOCK ISSUANCE AGREEMENT AGREEMENT made this ______ day of ____________ ____, by and between Collateral Therapeutics, Inc., a Delaware corporation, and ______________________________________, a Participant in...Stock Issuance Agreement • July 7th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
EXHIBIT 10.48 COLLATERAL THERAPEUTICS, INC. STOCK OPTION AGREEMENT FOR NON- EMPLOYEE DIRECTORS RECITALS I. The Corporation has implemented an automatic option grant program under the Plan pursuant to which eligible non-employee members of the Board...Stock Option Agreement • March 27th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
EXHIBIT 10.17 RESEARCH AGREEMENT BETWEEN UNIVERSITY OF WASHINGTON & COLLATERAL THERAPEUTICS, INC. This Agreement is by and between the University of Washington, a public institution of higher education with offices at Seattle, Washington 98195,...Research Agreement • June 24th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • Washington
EXHIBIT 10.4 COLLATERAL THERAPEUTICS, INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • June 24th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
EXHIBIT 99.10 COLLATERAL THERAPEUTICS, INC. AUTOMATIC STOCK OPTION AGREEMENT RECITALS I. The Corporation has implemented an automatic option grant program under the Plan pursuant to which eligible non-employee members of the Board will automatically...Automatic Stock Option Agreement • July 7th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
EXHIBIT 10.50 CONFIDENTIALResearch and Development • March 27th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research
EXHIBIT 10.6 COLLATERAL THERAPEUTICS INC. AMENDED AND RESTATED CO-SALE AGREEMENT -------------------------------------- This Amended and Restated Co- Sale Agreement (this "Agreement") is made as of the 30th day of June, 1997 by and among the...Co-Sale Agreement • April 24th, 1998 • Collateral Therapeutics Inc • California
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • July 7th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • June 25th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research
BETWEENExclusive Patent License Agreement • November 14th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research • Texas
ACTIONS Stock Purchase Agreement / / Payroll Deduction Change 2, 4, 7 / / Terminate Payroll Deductions 2, 5, 7 / / Leave of Absence 2, 6, 7 ------------- -------------------------------------------------------------------------------...Employee Stock Purchase Plan • June 25th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research
In connection with my voluntary termination of payroll deductions, I elect the following action regarding my ESPP payroll deductions to date in the current purchase interval:
COLLATERAL THERAPEUTICS, INC. 1998 STOCK INCENTIVE PLANStock Purchase Agreement • March 27th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
EXHIBIT 10.37 COLLATERAL THERAPEUTICS, INC. STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or of the board of directors of any Parent...Stock Option Agreement • May 7th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
SUBLEASE AGREEMENT ------------------Sublease Agreement • June 3rd, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research
SUBLEASE AGREEMENT ------------------Sublease Agreement • April 24th, 1998 • Collateral Therapeutics Inc
EXHIBIT 10.34 COLLATERAL THERAPEUTICS, INC. RESTRICTED STOCK ISSUANCE AGREEMENT AGREEMENT made as of this day of , 199__, by and among Collateral Therapeutics, Inc., a California corporation (the "Corporation"), , a participant ("Participant") in the...Restricted Stock Issuance Agreement • May 7th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
IMMEDIATELY EXERCISABLE REPURCHASE RIGHT RIGHT OF FIRST REFUSAL COLLATERAL THERAPEUTICS, INC. STOCK PURCHASE AGREEMENT AGREEMENT made as of this ____ day of_________, 19__, by and among Collateral Therapeutics, Inc., a California corporation (the...Stock Purchase Agreement • April 24th, 1998 • Collateral Therapeutics Inc • California
COLLATERAL THERAPEUTICS, INC. STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or of the board of directors of any Parent or Subsidiary...Stock Option Agreement • June 25th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research • California
EXHIBIT 10.28 SCIENTIFIC ADVISORY BOARD AGREEMENT ----------------------------------- THIS SCIENTIFIC ADVISORY BOARD AGREEMENT ("Agreement") is entered into as of ___________, 199__ ("Effective Date"), by and between ___________________ ("Advisor")...Scientific Advisory Board Agreement • April 24th, 1998 • Collateral Therapeutics Inc • California
FORM OF PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 6th day of August, 1999, by and among Collateral Therapeutics Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal...Purchase Agreement • October 22nd, 1999 • Collateral Therapeutics Inc • Services-commercial physical & biological research • New York
AGREEMENT BetweenResearch & License Agreement • June 24th, 1998 • Collateral Therapeutics Inc • Services-commercial physical & biological research
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • July 7th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research
EXHIBIT 99.13 COLLATERAL THERAPEUTICS, INC. STOCK PURCHASE AGREEMENT I hereby elect to participate in the 1998 Employee Stock Purchase Plan (the "ESPP") for the offering period specified below, and I hereby subscribe to purchase shares of Common Stock...Stock Purchase Agreement • July 7th, 2000 • Collateral Therapeutics Inc • Services-commercial physical & biological research
