SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2017, between MabVax Therapeutics Holdings, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May [__], 2017, between MabVax Therapeutics Holdings, Inc, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
MABVAX THERAPEUTICS HOLDINGS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIESIndenture • July 14th, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED...Stock Option Agreement • August 30th, 2000 • Telik Inc • Services-commercial physical & biological research • California
TELIK, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • September 23rd, 2003 • Telik Inc • Pharmaceutical preparations
PREFERRED STOCK WARRANT AGREEMENT, dated as of between TELIK, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2018, by and between MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement, by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Equity Purchase Agreement”).
EXHIBIT 4.2 NINTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 3rd, 2000 • Telik Inc • California
TELIK, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • August 8th, 2011 • Telik Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Telik, 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”).
Shares TELIK, INC.Underwriting Agreement • July 3rd, 2000 • Telik Inc • New York
COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.Common Stock Purchase Warrant • August 17th, 2016 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Laidlaw & Company (UK) Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including, without limitation, those set forth in Section 4(a), at any time beginning on or after the expiration of the Lock-Up Period as provided in Section 4(a) (the “Initial Exercise Date”), and ending on the close of business on the three year anniversary of the Initial Issuance Date, or such earlier time as provided in Section 4(a) of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). Th
FORM OF COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.Securities Agreement • February 6th, 2018 • Mabvax Therapeutics Holdings, 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 six month anniversary of the Initial Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the thirty six (36) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
TELIK, INC. AND WELLS FARGO BANK MINNESOTA, N.A. AS RIGHTS AGENT RIGHTS AGREEMENT Dated as of November 2, 2001Rights Agreement • November 5th, 2001 • Telik Inc • Pharmaceutical preparations • Delaware
THIS RIGHTS AGREEMENT (“Agreement”), dated as of November 2, 2001, between TELIK, INC., a Delaware corporation (the “Company”), and WELLS FARGO BANK MINNESOTA, N.A. (“Rights Agent”).
Exhibit 10.12 THIRD AMENDMENT TO COLLABORATION AGREEMENT This Third Amendment To Collaboration Agreement (this "Collaboration Third Amendment") is made and entered into as of this 14th day of February, 2001 by and between Sanwa Kagaku Kenkyusho Co.,...Collaboration Agreement • March 28th, 2001 • Telik Inc • Services-commercial physical & biological research
ARTICLE 1 DEFINITIONSLicense Agreement • August 7th, 2000 • Telik Inc • Services-commercial physical & biological research • California
MABVAX THERAPEUTICS HOLDINGS, INC. 1,342,858 Shares of Common Stock 1,000,000 Shares of Series G Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Laidlaw & Company (UK) Ltd. (the “Underwriter”), an aggregate of (i) 1,342,858 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) 1,000,000 authorized but unissued shares (the “Preferred Shares”) of preferred stock, par value $0.01 per share, designated as Series G Preferred Stock (the “Preferred Stock”), to have the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designations”), and to be convertible into an aggregate of 1,000,000 shares of Common Stock (the “Conversion Shares”). The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to a
TELIK, INC. Issuer ANDIndenture • May 31st, 2002 • Telik Inc • Pharmaceutical preparations • New York
TELIK, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • September 23rd, 2003 • Telik Inc • Pharmaceutical preparations
DEBT SECURITIES WARRANT AGREEMENT, dated as of between TELIK, 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”).
Exhibit 10.11 April 18, 1991 By DHL Express Dr. Reinaldo Gomez 124 Woodbridge Circle San Mateo, CA 94403 Dear Rey: This letter, together with the attached Proprietary Information and Inventions Agreement and the Stock Option Agreement (together...Employment Agreement • April 3rd, 2000 • Telik Inc
COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.Common Stock Purchase Warrant • August 17th, 2016 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
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 beginning on or after the date hereof (the “Initial Exercise Date”) and ending on the close of business on the three year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 one of the Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to that certain Underwriting Agreement, dated as of August _____, 2016, by and among the Co
ContractLoan and Security Agreement • January 19th, 2016 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2018 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May __, 2018, among MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Investor”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).
TELIK, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 31st, 2011 • Telik Inc • Pharmaceutical preparations • New York
Telik, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC (the “MLV”), as follows:
TELIK, INC. Issuer ANDIndenture • May 31st, 2002 • Telik Inc • Pharmaceutical preparations • New York
Shares MABVAX THERAPEUTICS HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of [___________] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [__________] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.”
RecitalsIndemnification Agreement • April 3rd, 2000 • Telik Inc • Delaware
TELIK, INC. 7,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2005 • Telik Inc • Pharmaceutical preparations • New York
Telik, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 7,000,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,050,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus, which is defined and referred to below.
RECITALSLicense Agreement • March 28th, 2001 • Telik Inc • Services-commercial physical & biological research
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 25th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of [·], 2015 (the “Issuance Date”), between MabVax Therapeutics Holdings, Inc., a Delaware corporation, with offices at 11588 Sorrento Valley Road, Suite 20, San Diego, CA 92121 (the “Company”), and Equity Stock Transfer LLC, a Nevada limited liability company, with offices at 237 W 37th Street, New York, NY 10018, (“Warrant Agent”).
ContractWarrant Agreement • January 19th, 2016 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • May 3rd, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to $850,000 (the “Maximum Offering Amount”) of shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (or, at the election of any Subscriber, shares of Series H Convertible Preferred Stock (the “Preferred Shares” and, collectively with the Common Shares, the “Shares”), par value $0.01 per share, which are convertible into shares of Common Stock (the “Conversion Shares”), with such rights and designations as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock, attached hereto as Exhibit A, (the “Series H Certifi
Exhibit 10.23 MASTER SECURITY AGREEMENT dated as of August 23, 2002 ("Agreement") THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Telik, Inc. ("Debtor"). Secured...Master Security Agreement • November 13th, 2002 • Telik Inc • Pharmaceutical preparations
FORM OF COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.Security Agreement • April 6th, 2015 • Mabvax Therapeutics Holdings, 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 Initial Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the thirty (30) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
FORM OF COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.Security Agreement • March 31st, 2015 • Mabvax Therapeutics Holdings, 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 Initial Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the thirty (30) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2014 • Telik Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014 by and between MabVax Therapeutics Holdings, Inc. (the “Company”), and [DIRECTOR OR OFFICER NAME] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made as of July, 21 2014, between MabVax Therapeutics, Inc. (the “Company”), and Paul Maffuid, Ph.D. (the “Executive”).
