Exhibit 10.39 January 28, 2002 Brian W. Metcalf, Ph.D. 297 Lakeview Place Moraga, CA 94556 Dear Brian: This letter sets forth the agreement (the "Agreement") that Kosan Biosciences, Inc. (the "Company") is offering to you to aid in your employment...Severance Agreement • March 29th, 2002 • Kosan Biosciences Inc • Services-commercial physical & biological research • California
LICENSE AGREEMENTLicense Agreement • October 4th, 2000 • Kosan Biosciences Inc • Services-commercial physical & biological research • California
ANDRights Agreement • October 15th, 2001 • Kosan Biosciences Inc • Services-commercial physical & biological research • Delaware
LOAN AGREEMENT (EMPLOYEE LOAN)Loan Agreement • August 8th, 2000 • Kosan Biosciences Inc • Services-commercial physical & biological research • California
COMMON STOCKUnderwriting Agreement • October 4th, 2000 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
KOSAN BIOSCIENCES INCORPORATED AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • December 23rd, 2004 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
COMMON STOCK WARRANT AGREEMENT, dated as of , between KOSAN BIOSCIENCES INCORPORATED, 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”).
KOSAN BIOSCIENCES INCORPORATED THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 30, 2000 TABLE OF CONTENTSRegistration Rights Agreement • March 31st, 2000 • Kosan Biosciences Inc • California
KOSAN BIOSCIENCES INCORPORATED and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • August 15th, 2007 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between KOSAN BIOSCIENCES INCORPORATED, 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”).
TERM OF LOANS: Each Loan shall have a term until payment in full of forty-three (43) consecutive months from the thirtieth day of the month coincident with or (as the case may be) the month next following the making of the Loan. FACILITY: A $2,000,000...Loan Agreement • March 31st, 2000 • Kosan Biosciences Inc
LETTERHEAD]Master Loan and Security Agreement • March 31st, 2000 • Kosan Biosciences Inc • Arizona
KOSAN BIOSCIENCES INCORPORATED Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 9th, 2007 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
HEADS OF AGREEMENT EPOTHILONE RESEARCH COLLABORATION AND LICENSE SLOAN- KETTERING INSTITUTE FOR CANCER RESEARCH & KOSAN BIOSCIENCESResearch Collaboration and License Agreement • August 8th, 2000 • Kosan Biosciences Inc • Services-commercial physical & biological research
EXHIBIT 10.17Loan Agreement • March 31st, 2000 • Kosan Biosciences Inc
EXHIBIT 10.11 RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • October 4th, 2000 • Kosan Biosciences Inc • Services-commercial physical & biological research • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2006 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2006, is by and between KOSAN BIOSCIENCES INCORPORATED (the “Company”) and KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”).
EXHIBIT 10.15 MASTER EQUIPMENT LEASE NO. 0033 Under this Master Equipment Lease No. 0033 (the "Lease"), dated as of September 3, 1996, PHOENIX LEASING INCORPORATED, a California corporation ("Lessor"), hereby leases to KOSAN BIOSCIENCES, INC., a...Master Equipment Lease • March 31st, 2000 • Kosan Biosciences Inc • California
SUBLEASESublease • March 31st, 2000 • Kosan Biosciences Inc
EXHIBIT 10.14Consent to Sublease Agreement • March 31st, 2000 • Kosan Biosciences Inc • California
KOSAN BIOSCIENCES INCORPORATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2008 • Kosan Biosciences Inc • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Kosan Biosciences Incorporated, a Delaware corporation (which, together with the California corporation which was its predecessor, is known herein as the “Company”), and (“Indemnitee”).
KOSAN BIOSCIENCES INCORPORATED 1450 ROLLINS ROAD BURLINGAME, CA 94010Consulting Agreement • August 8th, 2000 • Kosan Biosciences Inc • Services-commercial physical & biological research
KOSAN BIOSCIENCES INCORPORATED INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this __ day of ___________, 199__ by and between Kosan Biosciences Incorporated, a California corporation (the "Company") and...Indemnification Agreement • March 31st, 2000 • Kosan Biosciences Inc • California
COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and KOSAN BIOSCIENCES INCORPORATED dated as of July 19, 2006Common Stock Purchase Agreement • July 25th, 2006 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
This COMMON STOCK PURCHASE AGREEMENT is entered into as of the 19th day of July, 2006 (this “Agreement”), by and between KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”) and KOSAN BIOSCIENCES INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (the “Company”).
EXHIBIT 10.24Employment Agreement • March 31st, 2000 • Kosan Biosciences Inc • California
EXHIBIT 10.12 AMENDMENT NUMBER 1 TO RESEARCH AND LICENSE AGREEMENT BY AND BETWEEN KOSAN BIOSCIENCES AND R.W. JOHNSON PHARMACEUTICAL RESEARCH INSTITUTE This Amendment dated MAR 17, 2000 is made to the RESEARCH AND LICENSE AGREEMENT (hereinafter called...Research and License Agreement • September 28th, 2000 • Kosan Biosciences Inc • Services-commercial physical & biological research
4,500,000 Shares KOSAN BIOSCIENCES INCORPORATED Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2005 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
AGREEMENT AND PLAN OF MERGER among BRISTOL-MYERS SQUIBB COMPANY, KB ACQUISITION CORP. and KOSAN BIOSCIENCES INCORPORATED dated as of May 28, 2008Merger Agreement • May 29th, 2008 • Kosan Biosciences Inc • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER dated as of May 28, 2008 (this "Agreement"), by and among Bristol-Myers Squibb Company, a Delaware corporation ("Parent"), KB Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"), and Kosan Biosciences Incorporated, a Delaware corporation (the "Company").
5,000,000 Shares KOSAN BIOSCIENCES INCORPORATED Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2006 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
3,115,000 Shares KOSAN BIOSCIENCES INCORPORATED Shares of Common Stock ($.001 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 10th, 2003 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
Kosan Biosciences Incorporated, a Delaware corporation (the “Company”), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the Purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), an aggregate of 3,115,000 shares of Common Stock, $.001 par value (the “Common Stock”), of the Company. The aggregate of 3,115,000 shares so proposed to be sold is hereinafter referred to as the “Stock.” The Company hereby confirms its agreement with the placement agents named in Schedule I attached hereto (the “Placement Agents” or, each, a “Placement Agent”). SG Cowen Securities Corporation is acting as the representative of the Placement Agents and in such capacity is hereinafter referred to as the “Representative.” Certain terms used herein are defined in Section 13 hereof.
EXHIBIT 10.37 MASTER LOAN AND SECURITY AGREEMENT NO. 84325 DEBTOR: SECURED PARTY: Kosan Biosciences Incorporated Wells Fargo Equipment Finance, Inc. 3832 Bay Center Place 530 Fifth Avenue Hayward, CA 94545 New York, NY 10036 In consideration of the...Master Loan and Security Agreement • November 14th, 2001 • Kosan Biosciences Inc • Services-commercial physical & biological research
KOSAN BIOSCIENCES INCORPORATED CHANGE IN CONTROL AND SEVERANCE BENEFIT AGREEMENTChange in Control and Severance Benefit Agreement • March 16th, 2006 • Kosan Biosciences Inc • Services-commercial physical & biological research • California
This Change in Control and Severance Benefit Agreement (the “Agreement”), by and between Kosan Biosciences Incorporated (the “Company”) and (“Employee”) is established effective , (the “Effective Date”). The purpose of this Agreement is to provide for the payment of severance benefits to Employee in the event that Employee is subject to a qualifying employment termination in connection with a Change in Control. This Agreement shall supersede any severance benefit plan, policy or practice previously maintained by the Company relating to change in control benefits and any individually negotiated contract or agreement between Employee and the Company relating to change in control benefits. Since this Agreement, together with other similar agreements with other employees of the Company, will constitute an “employee benefit plan” under ERISA, this document also is a summary plan description.
EXHIBIT 10.9 AMENDMENT NO. 1 TO LICENSE AGREEMENT This Amendment No. 1 to License Agreement (the "Amendment") is effective as of March ___, 1996 between KOSAN Biosciences, Inc. ("Licensee") and THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR...License Agreement • September 28th, 2000 • Kosan Biosciences Inc • Services-commercial physical & biological research • California
FIRST AMENDMENTLease Agreement • May 12th, 2008 • Kosan Biosciences Inc • Services-commercial physical & biological research
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of February 8, 2008, by and between NORTHERN CALIFORNIA INDUSTRIAL PORTFOLIO, INC., a Maryland corporation (“Landlord”), and KOSAN BIOSCIENCES INCORPORATED, a Delaware corporation (“Tenant”).
COLLABORATIVE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTCollaborative Research, Development and Commercialization Agreement • November 14th, 2002 • Kosan Biosciences Inc • Services-commercial physical & biological research • Delaware
This Collaborative Research, Development and Commercialization Agreement (“Agreement”) is entered into as of this 19th day of September, 2002 (“Effective Date”), by and between:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 16th, 2007 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York
Pfizer Inc, a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 234 East 42nd Street, New York, New York 10017 (including its Affiliates (as defined herein, “Licensee”),
Kosan Biosciences Incorporated Hayward, CA 94545Separation and Consulting Agreement • May 10th, 2006 • Kosan Biosciences Inc • Services-commercial physical & biological research • California
As discussed, this letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Kosan Biosciences, Inc. (the “Company”) is offering to you to aid in your employment transition.
