Dov Pharmaceutical Inc Sample Contracts

as Issuer and
Indenture • December 23rd, 2004 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York
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NASCIME LIMITED INDEX INDEX
Termination Agreement • October 22nd, 2003 • Dov Pharmaceutical Inc • Pharmaceutical preparations
WARRANT
Warrant Agreement • July 8th, 2003 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York
BY AND BETWEEN NASCIME LIMITED AND
License Agreement • March 19th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations
UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York
ARTICLE II REGISTRATION RIGHTS
Registration Rights Agreement • July 8th, 2003 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York
ARTICLE 1 EMPLOYMENT
Employment Agreement • April 5th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New Jersey
Exhibit 10.2 PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • April 5th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New Jersey
Exhibit 10.15 Elan International Services, Ltd. c/o Elan Corporation, plc Flatts, Smiths Parish Bermuda, FL 04 Ladies and Gentlemen: Reference is made to the Securities Purchase Agreement ("SECURITIES PURCHASE AGREEMENT") dated as of January 21, 1999,...
Securities Purchase Agreement • April 5th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations

Reference is made to the Securities Purchase Agreement ("SECURITIES PURCHASE AGREEMENT") dated as of January 21, 1999, by and between Elan International Services, Ltd ("EIS") and DOV Pharmaceutical, Inc. ("DOV"). This letter confirms and documents that EIS and its transferee affiliate Elan Pharmaceutical Investments, Ltd. hereby agree to the following: (1) EIS shall not exercise and hereby waives the Purchase Right, as defined in Section 6 of the Securities Purchase Agreement, to participate in the $7.07 million equity financing by DOV contemplated by the proposed enclosed form of purchase agreement with Biotechnology Value Fund, L.P., its affiliates and other investors, if any, that determine to participate (collectively, the ("INVESTORS") which is being carried out pursuant to the terms set forth in the attached form of preferred stock purchase agreement; (2) EIS hereby consents to the terms of the attached form of registration rights agreement among DOV and the Investors, which amon

DOV PHARMACEUTICAL, INC. AND CONTINENTAL STOCK TRANSFER & TRUST CO. AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF OCTOBER 8, 2002
Shareholder Rights Agreement • October 16th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations • Delaware

Agreement, dated as of October 8, 2002, between DOV Pharmaceutical, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Co., a federally chartered trust company (the "Rights Agent").

AND
Joint Development and Operating Agreement • April 24th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations
WARRANT AGREEMENT
Warrant Agreement • May 16th, 2007 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York

WARRANT AGREEMENT, dated as of May 10, 2007 (this “Agreement”), between DOV PHARMACEUTICAL, INC., a Delaware corporation, with offices at 150 Pierce Street, Somerset, NJ 08873 (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, with offices at 17 Battery Place, New York, NY 10004 (the “Warrant Agent”).

LICENSE AGREEMENT (CL216,303)
License Agreement • March 30th, 2007 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New Jersey

THIS AGREEMENT (this “Agreement”) is entered into on this 7th day of December 2006 (the “Signature Date”) and is effective as of May 29, 1998 (the “Effective Date”) by and between DOV PHARMACEUTICAL, INC., a corporation organized and existing under the laws of the State of Delaware, having its registered offices at 150 Pierce St., Somerset, New Jersey 08873 (hereinafter “DOV”) on the one hand and WYETH HOLDINGS CORPORATION (formerly known as “American Cyanamid Company”), a corporation organized under the laws of the State of Maine, U.S.A., having its principal place of business at 5 Giralda Farms, Madison, New Jersey 07940, U.S.A. (hereinafter, “WHC”) and WYETH, acting through its Wyeth Pharmaceuticals Division, a corporation organized under the laws of the State of Delaware, U.S.A., having its principal place of business at 5 Giralda Farms, Madison, New Jersey 07940, U.S.A. (hereinafter “Wyeth Pharmaceuticals”), on the other hand. WHC and Wyeth Pharmaceuticals may individually and col

Contract
Employment Agreement • March 15th, 2006 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New Jersey

EMPLOYMENT AGREEMENT dated as of December 1, 2005, between Scott Myers (the "Executive") and DOV Pharmaceutical, Inc., a Delaware corporation (the "Company").

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AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2006 • Dov Pharmaceutical Inc • Pharmaceutical preparations

AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”), dated as of June 30, 2006 by and between DOV PHARMACEUTICAL, INC., a Delaware corporation (the “Company”) and BARBARA DUNCAN (the “Executive”).

Exhibit 10.27 January 23, 2002 Dr. Arnold Lippa Chief Executive Officer DOV Pharmaceutical, Inc. 433 Hackensack Avenue Hackensack NJ, 07601 RE: EXTENSION OF EMPLOYMENT AGREEMENT Dear Dr. Lippa: This will confirm the extension of your December 10,...
Employment Agreement • April 5th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations

This will confirm the extension of your December 10, 1998, Employment Agreement with DOV Pharmaceutical, Inc. through December 10, 2004. All terms and conditions therein shall remain in full force and effect, except for the increase of your base compensation to $275,000 per year, and the increase of your car allowance to $1400 per month.

WITNESSETH:
Sub-License and Development Agreement • April 24th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations • Delaware
AGREEMENT REGARDING JOINT FILING
Joint Filing Agreement • May 19th, 2003 • Dov Pharmaceutical Inc • Pharmaceutical preparations

The undersigned, Biotechnology Value Fund, L.P., a Delaware limited partnership, Biotechnology Value Fund II, L.P., a Delaware limited partnership, BVF Investments, L.L.C., a Delaware limited liability company, Investment 10, L.L.C., an Illinois limited liability company, BVF Partners L.P., a Delaware limited partnership, and BVF Inc., a Delaware corporation, hereby agree and acknowledge that the information required by the Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.

ARTICLE I EMPLOYMENT
Employment Agreement • April 5th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New Jersey
AMENDMENT
Sublicense and Development Agreement • March 31st, 2008 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York

AMENDMENT dated October 29, 2007 to the Sublicense and Development Agreement dated June 30, 1998 (the “Sublicense Agreement”) by and between DOV Pharmaceutical, Inc. 150 Pierce St., Somerset, NJ 08873 (“DOV”) and Neurocrine Biosciences, Inc., 12790 El Camino Real, San Diego, California 92130 (“Neurocrine”).

RECITALS
License, Research and Development Agreement • February 6th, 2002 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York
CONFIDENTIAL TREATMENT REQUESTED. LICENSE AGREEMENT
License Agreement • March 30th, 2007 • Dov Pharmaceutical Inc • Pharmaceutical preparations • New York

As set forth in Form 8-K filed by DOV on January 3, 2007, DOV is in default of that certain Indenture dated December 22, 2004 (the “Indenture”). The trustee has confirmed such default and made a demand for payment.

Stock Option Agreement Relating to but not under the DOV Pharmaceutical, Inc.
Stock Option Agreement • March 15th, 2006 • Dov Pharmaceutical Inc • Pharmaceutical preparations • Delaware

DOV Pharmaceutical, Inc., a Delaware corporation (together with all successors thereto, the Company), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the Stock Option) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per share (Common Stock), of the Company indicated above (the Option Shares, and such shares once issued shall be referred to as the Issued Shares), at the Option Exercise Price, subject to the terms and conditions set forth in this Qualified Stock Option Agreement (this “Agreement”).

FIFTH AMENDMENT TO LEASE
Lease • March 15th, 2005 • Dov Pharmaceutical Inc • Pharmaceutical preparations

THIS FIFTH AMENDMENT (the “Amendment”) made as of November 15, 2004, by and between MSNW CONTINENTAL ASSOCIATES, LLC, a Delaware limited liability company, with an office at 67 Park Place East, 8th Floor, Morristown, New Jersey 07960 (“Lessor”) as successor-in-interest to Stellar Continental LLC, and DOV PHARMACEUTICAL, INC., a Delaware corporation, located at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (“Lessee”).

THIS RESTRICTED STOCK UNIT AWARD SHALL NOT BECOME EFFECTIVE UNLESS AND UNTIL IT IS "ACCEPTED" BY YOU IN THE MANNER DESCRIBED BELOW. RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT
Restricted Stock Unit Award Agreement • August 13th, 2008 • Dov Pharmaceutical Inc • Pharmaceutical preparations • Delaware

This Restricted Stock Unit Award Notice and Agreement (this “Agreement”), by and between DOV Pharmaceutical, Inc., a Delaware corporation with an address as set forth on the signature page hereto (the "Company"), and ___________, a resident of ____________ with an address as set forth on the signature page hereto (hereinafter “you” or the “Employee”), is made as of the __ day of _______, 2008, and sets forth the terms and conditions of the award (the “Award”) of restricted stock units (“RSUs”) granted to you under the Company’s 2007 Stock Award and Incentive Plan (the “Plan”).

March 29, 2007 Warren Stern DOV Pharmaceutical, Inc.
Employment Agreement • March 30th, 2007 • Dov Pharmaceutical Inc • Pharmaceutical preparations
AMENDMENT
Exclusive License, Development and Commercialization Agreement • November 9th, 2005 • Dov Pharmaceutical Inc • Pharmaceutical preparations

This Amendment (“Amendment”), dated as of August 5, 2005 (the “Amendment Effective Date”), is made by and between MSD Warwick (Manufacturing) Ltd. (“Merck”) and DOV Pharmaceutical, Inc. (“DOV”) with respect to the Exclusive License, Development and Commercialization Agreement by and between Merck and DOV dated August 5, 2004 (the “Agreement”)

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