MYOGEN, INC.Warrant Agreement • August 28th, 2003 • Myogen Inc • Delaware
EXHIBIT 10.34 SECURITIES PURCHASE AGREEMENT dated as of September 24, 2004,Securities Purchase Agreement • September 29th, 2004 • Myogen Inc • Pharmaceutical preparations • New York
JOINT FILING AGREEMENTJoint Filing Agreement • October 8th, 2004 • Myogen Inc • Pharmaceutical preparations
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
MYOGEN, INC.Underwriting Agreement • October 1st, 2003 • Myogen Inc • Pharmaceutical preparations • New York
THIRD AMENDMENT TO THE LICENSE AGREEMENT (ENOXIMONE) BY AND BETWEEN AVENTIS PHARMACEUTICALS INC. (FORMERLY HOECHST MARION ROUSSEL, INC.) AND MYOGEN, INC.License Agreement • March 15th, 2005 • Myogen Inc • Pharmaceutical preparations
MYOGEN, INC., ISSuER AND [TRUSTEE], TRUSTEE INDENTUREIndenture • June 3rd, 2005 • Myogen Inc • Pharmaceutical preparations • New York
RECITALSInvestor Rights Agreement • August 28th, 2003 • Myogen Inc • Colorado
THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • August 28th, 2003 • Myogen Inc • Colorado
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. PATENT...Patent License Agreement • March 1st, 2004 • Myogen Inc • Pharmaceutical preparations • Texas
EXHIBIT 10.10 [DATE] VIA HAND DELIVERY [Name] Myogen, Inc. 7575 West 103rd Avenue, Suite 102 Westminster, CO 80021 Re: Employment and Retention Agreement Dear [Name]: In consideration of your continued employment as [Position], Myogen, Inc. (the...Employment Agreement • October 28th, 2003 • Myogen Inc • Pharmaceutical preparations • Colorado
LICENSE AGREEMENTLicense Agreement • October 29th, 2003 • Myogen Inc • Pharmaceutical preparations • Delaware
MYOGEN, INC.Series a Preferred Stock Purchase Agreement • August 28th, 2003 • Myogen Inc • Colorado
RECITALSIndemnification Agreement • March 1st, 2004 • Myogen Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10.5 MYOGEN, INC.Series C Preferred Stock Purchase Agreement • August 28th, 2003 • Myogen Inc • Colorado
MYOGEN, INC.Series B Preferred Stock Purchase Agreement • August 28th, 2003 • Myogen Inc • Colorado
RECITALSLease Agreement • March 1st, 2004 • Myogen Inc • Pharmaceutical preparations
MYOGEN, INC.Series D Preferred Stock Purchase Agreement • August 28th, 2003 • Myogen Inc • Colorado
MYOGEN, INC., ISSuER AND [TRUSTEE], TRUSTEE INDENTUREIndenture • November 16th, 2005 • Myogen Inc • Pharmaceutical preparations • New York
CONFIDENTIAL THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE...Warrant Agreement • August 28th, 2003 • Myogen Inc • California
EXHIBIT 10.29 [/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS...Intellectual Property License Agreement • March 1st, 2004 • Myogen Inc • Pharmaceutical preparations
EXHIBIT 10.10 [DATE] VIA HAND DELIVERY [Name] Myogen, Inc. 7575 West 103rd Avenue, Suite 102 Westminster, CO 80021 Re: Employment and Retention Agreement Dear [Name]: In consideration of your continued employment as [Position], Myogen, Inc. (the...Employment Agreement • August 28th, 2003 • Myogen Inc • Colorado
RECITALSPatent and Technology License Agreement • March 1st, 2004 • Myogen Inc • Pharmaceutical preparations
INTRODUCTIONLicense, Development and Commercialization Agreement • October 28th, 2003 • Myogen Inc • Pharmaceutical preparations • Massachusetts
PREAMBLELicense Agreement • May 9th, 2006 • Myogen Inc • Pharmaceutical preparations • New York
EXHIBIT 10.24 [/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED....Collaboration and Option Agreement • October 28th, 2003 • Myogen Inc • Pharmaceutical preparations • Massachusetts
Repayment Period: 36 months Treasury Note Maturity: 36 months Loan Margin: 770 basis pointsVenture Loan and Security Agreement • August 28th, 2003 • Myogen Inc • California
EXHIBIT 10.20 [*#*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED....Materials Transfer Agreement • October 28th, 2003 • Myogen Inc • Pharmaceutical preparations • Colorado
EXHIBIT 10.34 [DATE] VIA HAND DELIVERY [Name] Myogen, Inc. 7575 West 103rd Avenue, Suite 102 Westminster, CO 80021 Re: Employment and Retention Agreement Dear [Name]: In consideration of your continued employment as [Position], Myogen, Inc. (the...Employment and Retention Agreement • May 9th, 2006 • Myogen Inc • Pharmaceutical preparations • Colorado
ExhibitA-2 LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (For HDAC Inhibitor Compounds)License, Development and Commercialization Agreement • August 9th, 2006 • Myogen Inc • Pharmaceutical preparations • Massachusetts
This License, Development and Commercialization Agreement (this “Agreement”) is made this day of , 200___ by and between Myogen, Inc. (“Myogen”), a Delaware corporation with principal offices at 7575 West 103rd Avenue, Westminster, Colorado 80021, and Novartis Institutes for BioMedical Research, Inc. (“NIBRI”), a Delaware corporation with principal offices at 400 Technology Square, Cambridge, Massachusetts 02139.
EXHIBIT 10.22 [*#*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED....Exclusive Patent and Technology License Agreement • October 28th, 2003 • Myogen Inc • Pharmaceutical preparations • Texas
Myogen, Inc. 4,675,082 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • September 16th, 2005 • Myogen Inc • Pharmaceutical preparations
As representatives of the several Underwriters named in Schedule A hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004
AMENDMENT TO COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • May 26th, 2005 • Myogen Inc • Pharmaceutical preparations
This Amendment to Collaboration and Option Agreement (“Amendment”) is entered into as of May 23, 2005 (the “Amendment Date”) by and between Myogen, Inc. (“Myogen”), a Delaware corporation with principal offices at 7575 W. 103rd Avenue, Westminster, Colorado 80021, and Novartis Institutes for BioMedical Research, Inc. (“NIBRI”), a Delaware corporation with principal offices at 400 Technology Square, Cambridge, Massachusetts 02139.
Exhibit A-1 LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTLicense, Development and Commercialization Agreement • August 9th, 2006 • Myogen Inc • Pharmaceutical preparations • Massachusetts
This License, Development and Commercialization Agreement (this “Agreement”) is made this day of , 200___ by and between Myogen, Inc. (“Myogen”), a Delaware corporation with principal offices at 7575 West 103rd Avenue, Westminster, Colorado 80021, and Novartis Institutes for BioMedical Research, Inc. (“NIBRI”), a Delaware corporation with principal offices at 400 Technology Square, Cambridge, Massachusetts 02139.
THIRD AMENDMENT TO LEASELease Agreement • October 1st, 2004 • Myogen Inc • Pharmaceutical preparations
This Third Amendment to Lease Agreement (“Third Amendment”) is to be effective upon the closing of the Purchase and Sale Contract, Church Ranch Business Park, entered into by and between Scott Kaufman (“Landlord”) and LaSalle Bank, N.A., made and entered into effective as of July 30, 2004 (“Effective Date”) and is entered into by and between Landlord and Myogen, Inc. (“Tenant”). The Tenant and Landlord may be referred to herein as the “Parties” and either one of them may be referred to herein as a “Party”.
February 21, 2006 VIA HAND DELIVERY Michael R. Bristow, M.D., Ph.D. Myogen, Inc. 7575 West 103rd Avenue, Suite 102 Westminster, CO 80021 Re: Employment and Retention Agreement Dear Dr. Bristow:Employment and Retention Agreement • May 9th, 2006 • Myogen Inc • Pharmaceutical preparations • Colorado
In consideration of your employment as Founder and Scientific Advisor, Myogen, Inc. (the “Company”) is pleased to offer you the following agreement regarding your employment with the Company (the “Agreement”). This Agreement amends and supersedes any and all prior agreements with respect to your employment terms, including but not limited to, that certain Employment and Retention Agreement dated, October 1, 2003 and that certain Employee Proprietary Information and Inventions Agreement dated as of September 23, 1998 and effective May 1, 1998.
