Pain Therapeutics Inc Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 22nd, 2022 • Cassava Sciences Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 18, 2022, between Cassava Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK
Underwriting Agreement • June 20th, 2000 • Pain Therapeutics Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 20th, 2018 • Pain Therapeutics Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2018, between Pain Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

1 LEASE -----
Lease Agreement • March 14th, 2000 • Pain Therapeutics Inc • California
Sales Agreement
Sales Agreement • March 27th, 2020 • Cassava Sciences Inc • Pharmaceutical preparations • New York

Cassava Sciences, Inc. a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:

COMMON STOCK PURCHASE WARRANT Pain Therapeutics, Inc.
Common Stock Purchase Warrant • August 20th, 2018 • Pain Therapeutics Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pain Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 12th, 2021 • Cassava Sciences Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 10, 2021, between Cassava Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Pain Therapeutics, Inc.
Placement Agent Common Stock Purchase Warrant • August 20th, 2018 • Pain Therapeutics Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pain Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of August 15, 2018.

WITNESSETH
Research Agreement • March 14th, 2000 • Pain Therapeutics Inc • Indiana
INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2022 • Cassava Sciences Inc • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of this _____ day of _____________, 202_, by and between CASSAVA SCIENCES, INC., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”).

RECITALS
Employment Agreement • March 14th, 2000 • Pain Therapeutics Inc • California
PAIN THERAPEUTICS, INC. and COMPUTERSHARE SHAREOWNER SERVICES LLC AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT Dated as of June 20, 2013
Preferred Stock Rights Agreement • June 20th, 2013 • Pain Therapeutics Inc • Pharmaceutical preparations • Delaware

This Amended and Restated Preferred Stock Rights Agreement (the “Agreement”) is dated as of June 20, 2013, between Pain Therapeutics, Inc., a Delaware corporation, (the “Company”), and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC) (the “Rights Agent”).

Capital On DemandTM Sales Agreement
Capital on Demand Sales Agreement • May 1st, 2023 • Cassava Sciences Inc • Pharmaceutical preparations • New York

Cassava Sciences, Inc. a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:

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Lease Agreement • August 11th, 2000 • Pain Therapeutics Inc • Pharmaceutical preparations
Form of Agreements for the 2008 Equity Incentive Plan PAIN THERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 30th, 2008 • Pain Therapeutics Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the Pain Therapeutics, Inc. 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

PAIN THERAPEUTICS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 30th, 2008 • Pain Therapeutics Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the Pain Therapeutics, Inc. 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).

PAIN THERAPEUTICS, INC. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • July 30th, 2008 • Pain Therapeutics Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the Pain Therapeutics, Inc. 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

CASSAVA SCIENCES, INC. 9,375,000 Shares of Common Stock (par value $0.001 per share) Underwriting Agreement
Underwriting Agreement • November 13th, 2020 • Cassava Sciences Inc • Pharmaceutical preparations • New York
FORM OF WARRANT AGREEMENT Dated as of January , 2024 between CASSAVA SCIENCES, INC. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrants for Shares of Common Stock of Cassava Sciences, Inc.
Warrant Agreement • January 3rd, 2024 • Cassava Sciences Inc • Pharmaceutical preparations • New York

WARRANT AGREEMENT, dated as of January , 2024 (this “Agreement”), between Cassava Sciences, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, collectively as Warrant Agent (the “Warrant Agent”) (each a “Party” and collectively, the “Parties”).

STRICTLY CONFIDENTIAL Pain Therapeutics, Inc.
Exclusive Agency Agreement • August 20th, 2018 • Pain Therapeutics Inc • Pharmaceutical preparations • New York
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LICENSE AGREEMENT
License Agreement • May 9th, 2012 • Pain Therapeutics Inc • Pharmaceutical preparations • New York

This License Agreement (the “Agreement”) is made effective this day of , 2005 by and between PAIN THERAPEUTICS, INC., a Delaware corporation with a principal place of business at 416 Browning Way, South San Francisco, CA 94080 (“PTI”) and KING PHARMACEUTICALS, INC., a Tennessee corporation with a principal place of business at 501 Fifth Street, Bristol, TN 37620 (“King”). Each of King and PTI is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • April 24th, 2013 • Pain Therapeutics Inc • Pharmaceutical preparations • California
PAIN THERAPEUTICS, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • July 30th, 2008 • Pain Therapeutics Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Share Award Agreement (the “Award Agreement”).

SUBLEASE BETWEEN ORACLE USA, INC. AND PAIN THERAPEUTICS, INC. San Mateo, California (“Bridgepointe Building 2”) Fifth Floor
Sublease • November 2nd, 2007 • Pain Therapeutics Inc • Pharmaceutical preparations • California

THIS SUBLEASE (“Sublease”) is entered into as of July 7, 2007, by and between ORACLE USA, INC., a Colorado corporation (“Sublandlord”), and PAIN THERAPEUTICS, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:

COLLABORATION AGREEMENT
Collaboration Agreement • February 9th, 2012 • Pain Therapeutics Inc • Pharmaceutical preparations • New York

This COLLABORATION AGREEMENT is entered into as of November 9, 2005 (the “Effective Date”), by and between PAIN THERAPEUTICS, INC., a Delaware corporation having an address of 416 Browning Way, South San Francisco, California 94080 (“PTI”), and KING PHARMACEUTICALS, INC., a Tennessee corporation having an address of 501 Fifth Avenue, Bristol, Tennessee 37620 (“King”). Each of King and PTI is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT BETWEEN PAIN THERAPEUTICS, INC. AND MELLON INVESTOR SERVICES LLC
Preferred Stock Rights Agreement • September 27th, 2006 • Pain Therapeutics Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT (the “Amendment”) is made this 27th day of September 2006, by and between PAIN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (the “Rights Agent”) to amend the Preferred Stock Rights Agreement, dated April 28, 2005, by and between the Company and the Rights Agent (the “Rights Agreement”).

Pain Therapeutics, Inc. 8,000,000 Shares1 Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • October 7th, 2004 • Pain Therapeutics Inc • Pharmaceutical preparations • New York
Pain Therapeutics, Inc. Shares[1] Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • September 4th, 2003 • Pain Therapeutics Inc • Pharmaceutical preparations • New York

Pain Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of Common Stock, $0.001 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any

CONSULTING AGREEMENT
Consulting Agreement • September 17th, 2024 • Cassava Sciences Inc • Pharmaceutical preparations • Texas

This CONSULTING AGREEMENT (“Agreement”) is made this 13th day of September, 2024, by and between Cassava Sciences, Inc., 6801 N. Capital of Texas Highway, Building 1, Suite 300, Austin, TX 78731 (“Cassava” or “Company”), and Remi Barbier, an individual (“Barbier” or “Consultant”).

Letter Agreement dated October 21, 2013 with Amendments to the License and Collaboration Agreements between the Registrant and King Pharmaceuticals, Inc.
License and Collaboration Agreement • February 5th, 2014 • Pain Therapeutics Inc • Pharmaceutical preparations

The signatories below are parties to agreements by which Pfizer is the sublicensee of rights granted by PTI as set forth in the License Agreement ("LA") dated as of November 9, 2005, as amended , by and between PTI and Pfizer, and the Collaboration Agreement ("CA"), dated as of November 9, 2005, as amended, by and between PTI and Pfizer. PTI is the licensee of rights granted by Durect Corporation ("Durect") as set forth in the Development and License Agreement dated as of December 19, 2002, as amended (the "DLA"), by and between PTI and Durect related to the development and commercialization of opioid agonist products incorporating the SABER Technology, the first of these being the oxycodone product Remoxy as defined in the CA.

SEPTEMBER 21, 2011 FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • February 9th, 2012 • Pain Therapeutics Inc • Pharmaceutical preparations

Re: Lease Agreement dated December 28, 2010, by and between STONECLIFF OFFICE, L.P., as Lessor, and PAIN THERAPEUTICS, INC., as Lessee, (herein after referred to as the “Lease Agreement”), demising 5,679 rentable square feet of space locally known as Suite 260 in the StoneCliff building, located at 7801 Capital of Texas Highway, Austin, Travis County, Texas, 78731.

CONSULTING AGREEMENT
Consulting Agreement • April 29th, 2004 • Pain Therapeutics Inc • Pharmaceutical preparations • California

This Consulting Agreement (“Agreement”) is made and entered into as of March 24, 2004 by and between Pain Therapeutics, Inc. (the “Company”), and Richard Stevens (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is able and willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

December 21, 2005
Development and License Agreement • February 24th, 2006 • Pain Therapeutics Inc • Pharmaceutical preparations
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