Renovis, Inc. and Wells Fargo Shareowner Services as Rights Agent Rights Agreement Dated as of March 24, 2005Rights Agreement • March 28th, 2005 • Renovis Inc • Pharmaceutical preparations • Delaware
Rights Agreement, dated as of March 24, 2005, between Renovis, Inc., a Delaware corporation (the “Company”), and Wells Fargo Shareowner Services, a Delaware corporation, as Rights Agent (the “Rights Agent”).
ContractWarrant Agreement • October 17th, 2003 • Renovis Inc • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES.
INDEMNITY AGREEMENTIndemnity Agreement • November 24th, 2003 • Renovis Inc • Pharmaceutical preparations • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 2003 by and between RENOVIS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
RENOVIS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT UNDER THE 2007 EMPLOYMENT COMMENCEMENT INCENTIVE PLANStock Option Agreement • January 4th, 2007 • Renovis Inc • Pharmaceutical preparations • Delaware
Renovis, Inc. (the “Company”), pursuant to its 2007 Employment Commencement Incentive Plan (the “Plan”) hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Stock set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement and the Plan, each of which are attached hereto and incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
GRAPHIC APPEARS HERE] May 1, 2003 Michael Kelly, Ph.D. Re: Amendment to Renovis, Inc. Offer Letter Dear Mike:Amendment to Offer Letter • January 16th, 2004 • Renovis Inc • Pharmaceutical preparations
You and Renovis, Inc. (the “Company”) are parties to an offer letter dated November 15, 2002 (the “Offer Letter”), which sets forth, among other things, the terms of your employment with the Company. The Company would like to amend the Offer Letter as provided below to provide you with certain severance benefits in the event of a termination of your employment without Cause (as defined below) or your Constructive Termination (as defined below). This letter agreement supersedes any other agreement or policy to which the Company is a party with respect to any severance benefits payable to you and any acceleration of vesting of your stock options or restricted stock as a result of your termination of employment.
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and RENOVIS, INC. for METHOD OF TREATING PAIN USING NALBUPHINE AND OPIOID ANTAGONISTS UC Case No. 2000-002Exclusive License Agreement • January 16th, 2004 • Renovis Inc • Pharmaceutical preparations • California
This license agreement (the “Agreement”) is made and entered into effective as of December 27, 2002 (the “Effective Date”) by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, (“The Regents”), and acting through its Office of Technology Management, University of California San Francisco, 185 Berry Street, Suite 4603, San Francisco, CA 94107 (“UCSF”), and RENOVIS, INC., a Delaware corporation having a principal place of business at 270 Littlefield Avenue, South San Francisco, CA 94080 (the “Licensee”).
Underwriting AgreementUnderwriting Agreement • January 16th, 2004 • Renovis Inc • Pharmaceutical preparations • New York
Renovis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being herein collectively called the “Shares”).
April 8, 2005 Corey S. Goodman, Ph.D. Re: Amended and Restated Employment Agreement Dear Corey:Employment Agreement • April 14th, 2005 • Renovis Inc • Pharmaceutical preparations • California
You and Renovis, Inc. (the “Company”) are parties to an Employment Agreement dated June 8, 2001, as amended on May 1, 2003 (the “Employment Agreement”), which sets forth, among other things, the terms of your employment with the Company and certain severance benefits payable to you in the event of a qualifying termination of your employment. This letter (the “Agreement”) amends and restates the Employment Agreement to provide you with certain additional benefits in the event of the termination of your employment following a Change in Control (as defined below), to require any successor (as more particularly described below) to expressly assume and perform the Agreement, to maximize the after-tax value of the severance benefits payable to you in the event of a qualifying termination of your employment and to entitle you to enter into a new indemnification agreement with the Company. This Agreement supersedes the Employment Agreement and any other agreement or policy to which the Company
COLLABORATIVE RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT By and Between RENOVIS, INC. and GENENTECH, INC.Collaborative Research, Development and License Agreement • February 3rd, 2004 • Renovis Inc • Pharmaceutical preparations • California
THIS COLLABORATIVE RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), entered into as of December 31, 2003 (the “Effective Date”), by and between RENOVIS, INC., a Delaware corporation (“Renovis”), with offices at Two Corporate Drive, South San Francisco, CA 94080, and GENENTECH, INC., a Delaware corporation (“Genentech”), with offices at 1 DNA Way, South San Francisco, California 94080. Renovis and Genentech may each be referred to herein individually as a “Party” and collectively as the “Parties.”
ContractLicense and Royalty Agreement • August 12th, 2005 • Renovis Inc • Pharmaceutical preparations • New York
[ * ] = 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.
January 26, 2007 Corey S. Goodman, Ph.D. Oakland, California 94618 Re: Amended and Restated Employment Agreement Dear Corey:Employment Agreement • May 9th, 2007 • Renovis Inc • Pharmaceutical preparations • California
You and Renovis, Inc. (the “Company”) are parties to an Employment Agreement dated June 8, 2001, as amended on May 1, 2003, amended and restated on April 8, 2005 and amended and restated on September 15, 2006 (the “Employment Agreement”), which sets forth, among other things, the terms of your employment with the Company and certain severance benefits payable to you in the event of a qualifying termination of your employment. This letter (the “Agreement”) amends and restates the Employment Agreement to provide you with additional benefits in the event of certain terminations of your employment in connection with a Change in Control (as defined below). This Agreement supersedes the Employment Agreement and any other agreement or policy to which the Company is a party with respect to your employment with the Company. Notwithstanding the foregoing, your Confidentiality and Proprietary Information Agreement remains in full effect.
RENOVIS, INC. EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTEmployment Commencement Nonstatutory Stock Option Grant Notice and Stock Option Agreement • March 29th, 2005 • Renovis Inc • Pharmaceutical preparations • California
Renovis, Inc. (the “Company”) hereby grants to the Optionee listed below an Option (the “Option”) to purchase the number of shares of the Company’s Stock set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Employment Commencement Nonstatutory Stock Option Agreement (the “Agreement”)which is attached hereto and incorporated herein by reference. Capitalized terms used herein without definition shall have the meanings given in the Agreement.
RENOVIS, INC. DEFERRED STOCK UNIT AWARD GRANT NOTICE AND DEFERRED STOCK AWARD AGREEMENTDeferred Stock Unit Award Grant Notice and Deferred Stock Award Agreement • February 1st, 2007 • Renovis Inc • Pharmaceutical preparations • Delaware
Renovis, Inc., a Delaware corporation, (the “Company”), pursuant to its 2003 Stock Plan, as amended, (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of units of Deferred Stock (“Deferred Stock Units” or “DSUs”) with respect to the number of shares of Stock set forth below (the “Shares”). This Deferred Stock Unit Award is subject to all of the terms and conditions as set forth herein and in the Deferred Stock Unit Award Agreement attached hereto as Exhibit A (the “Deferred Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Deferred Stock Unit Agreement.
PATENT LICENSE AND RESEARCH COLLABORATION AGREEMENT between MERCK & CO., INC. and RENOVIS, INC.Patent License and Research Collaboration Agreement • January 16th, 2004 • Renovis Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (the “Agreement”), effective as of July 15, 2003 (the “Effective Date”), is entered into by and between Merck & Co., Inc., a corporation organized and existing under the laws of the state of New Jersey (“MERCK”), and Renovis, Inc., a corporation organized and existing under the laws of the state of Delaware (“RENOVIS”).
EQUIPMENT LOAN AND SECURITY AGREEMENTEquipment Loan and Security Agreement • October 17th, 2003 • Renovis Inc • California
The terms and information set forth on this cover page are a part of the attached Loan and Security Agreement, dated as of the date first written above (this “Agreement”), entered into by and among GATX Ventures, Inc. (“GV”), in its individual capacity, Transamerica Technology Finance Corporation (“TTFC”), in its individual capacity, (each individually a “Lender” and collectively, “Lenders”), GV as agent, not individually, TTFC, and Renovis, Inc., a Delaware corporation (“Borrower”). The terms and conditions of this Agreement agreed to between the parties hereto are as follows:
R E N O V I S R E N E W . R E S T O R E . R E P A I R May 1, 2003 Tito Serafini, Ph,D. Re: Amendment to Renovis, Inc. Employment Agreement Dear Tito:Employment Agreement • October 17th, 2003 • Renovis Inc
You and Renovis, Inc. (the “Company”) are parties to an Employment Agreement dated July 1, 2000 (the “Employment Agreement”), which sets forth, among other things, the terms of your employment with the Company and certain severance benefits payable to you in the event of a qualifying termination of your employment. The Company would like to amend the Employment Agreement as provided below to provide you with certain additional benefits in the event of a termination of your employment without Cause (as defined below) or your Constructive Termination (as defined below). This letter agreement supersedes Section 13 of the Employment Agreement and any other agreement or policy to which the Company is a party with respect to any severance benefits payable to you and any acceleration of vesting of your stock options or restricted stock as a result of your termination of employment.
SEPARATION AGREEMENTSeparation Agreement • October 17th, 2003 • Renovis Inc • California
This Separation Agreement (the “Agreement”) is made by and between Renovis, Inc. (hereinafter, the “Company”) and Dr. Lynne Zydowsky (“Zydowsky”) (together referred to as “the Parties”) and is entered into as of February 3, 2003, effective the eighth day after Zydowsky’s signature without revocation (the “Effective Date”).
SUBLEASESublease • November 24th, 2003 • Renovis Inc • Pharmaceutical preparations • California
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of October 31, 2003, and is made by and between Renovis, Inc., a Delaware corporation (“Sublandlord “), and KAI Pharmaceuticals, Inc., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant agree as follows:
Underwriting AgreementUnderwriting Agreement • September 26th, 2005 • Renovis Inc • Pharmaceutical preparations • New York
From time to time Renovis, Inc., a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain shares of its common stock, par value $0.001 per share (the “Shares”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Firm Shares”). If specified in such Pricing Agreement, the Company may grant to the Underwriters the right to purchase at their election an additional number of shares, specified in such Pricing Agreement as provided in Section 3 hereof (the “Optional Shares”). The Firm Shares and the Opti
RENOVIS NEUROSCIENCE, INC.Employment Agreement • October 17th, 2003 • Renovis Inc • California
On behalf of Renovis Neuroscience, Inc. (the “Company”), I am pleased to provide you with this Employment Agreement (the “Agreement”) to retain your services for the position of Vice President of Research and Technology (an officer of the Company, reporting directly to the Chairman or Chief Executive Officer or other Company officer as specified by the Board of Directors) pursuant to the terms hereof.
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT FOR AXON GROWTH TECHNOLOGIESExclusive License Agreement • January 16th, 2004 • Renovis Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT FOR AXON GROWTH TECHNOLOGIES (the “Amendment”) is made and entered into effective as of December 23rd, 2003 (the “Amendment Effective Date”), by and between RENOVIS, INC., a Delaware corporation (“Renovis”) having its place of business at Two Corporate Drive, South San Francisco, CA 94080, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation (“The Regents”) whose legal address is 1111 Franklin Street, 12 Floor, Oakland, California 94607-5300, acting through its Office of Technology Licensing at the University of California, Berkeley, California 94720-1620. Renovis and The Regents may be referred to herein as a “Party” or, collectively, as “Parties”.
THIRD AMENDMENT TO DEVELOPMENT, LICENSE AND MARKETING AGREEMENTDevelopment, License and Marketing Agreement • October 23rd, 2003 • Renovis Inc • Pharmaceutical preparations
This Third Amendment (the “Amendment”) to the Development, License and Marketing Agreement dated June 26, 1995, as amended, by and between Centaur Pharmaceuticals, Inc. and Astra AB (the “License Agreement”) is made this 18th day of June, 2002 by and between Centaur Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 1220 Memorex Drive, Santa Clara CA 95050-2812 (“Centaur”) and AstraZeneca AB, successor to Astra AB, a corporation organized and existing under the laws of Sweden, S-151 85 Sodertalje, Sweden (“AstraZeneca”). Unless otherwise provided, all capitalized terms herein shall have the meaning as set forth in the License Agreement, including any exhibits or amendments thereto.
Pricing AgreementPricing Agreement • September 26th, 2005 • Renovis Inc • Pharmaceutical preparations
CONFIDENTIAL SEPARATION AGREEMENTConfidential Separation Agreement • January 4th, 2007 • Renovis Inc • Pharmaceutical preparations • California
This Confidential Separation Agreement (the “Agreement”) is made by and between Renovis, Inc. (hereinafter, the “Company”) and Tito A. Serafini (“Serafini”) (together referred to as “the Parties”) and is entered into as of December 22, 2006, effective the eighth day after Serafini’s signature without revocation (the “Effective Date”).
EXTENSION—AMENDMENT A TO THE COLLABORATIVE RESEARCH AGREEMENTCollaborative Research Agreement • May 9th, 2007 • Renovis Inc • Pharmaceutical preparations
This AMENDMENT A to the COLLABORATIVE RESEARCH AGREEMENT of June 28, 2005 (the “Research Agreement”) for the extension through the Third Commitment Year of the research term is entered into as of March 30, 2007 between:
AMENDMENT TO DEVELOPMENT, LICENSE AND MARKETING AGREEMENT ENTERED INTO AS OF JUNE 26, 1995, AND MADE BY AND BETWEEN ASTRA AB AND CENTAUR PHARMACEUTICALS, INC.Development, License and Marketing Agreement • October 23rd, 2003 • Renovis Inc • Pharmaceutical preparations
This Amendment, entered into July 8, 1997, is made by1 and between Astra AB, a corporation organized and existing under the laws of Sweden, S-151 85 Sodertalje, Sweden (“Astra”) and Centaur Pharmaceuticals, Inc. a corporation organized and existing under the laws of the State of Delaware, 484 Oakmead Parkway, Sunnyvale, CA 94086, USA (“Centaur”).
EQUIPMENT LOAN AND SECURITY AGREEMENTEquipment Loan and Security Agreement • October 17th, 2003 • Renovis Inc • California
The terms and information set forth on this cover page are a part of the attached Loan and Security Agreement, dated as of the date first written above (this “Agreement”), entered into by and among GATX Ventures, Inc. (“Lender”) and Renovis, Inc. (“Borrower”). The terms and conditions of this Agreement agreed to between the parties hereto are as follows:
MASTER SECURITY AGREEMENT No. 4081047 Dated as of February 26, 2004 (“Agreement”)Master Security Agreement • March 30th, 2004 • Renovis Inc • Pharmaceutical preparations • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Renovis, Inc. (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is Two Corporate Drive, South San Francisco, CA 94080.
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • October 23rd, 2003 • Renovis Inc • Pharmaceutical preparations
WHEREAS, Centaur and Cutanix are parties to a License Agreement dated as of the 15th day of January, 1998 (the “License Agreement”); and
FIRST AMENDMENT TO LICENSE AGREEMENT FOR [*]/SMALL MOLECULE, AND [*] PROTEIN TECHNOLOGIESLicense Agreement • January 16th, 2004 • Renovis Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO THE LICENSE AGREEMENT FOR [*]/SMALL MOLECULE, AND [*] PROTEIN TECHNOLOGIES (the “Amendment”) is made and entered into effective as of December 22nd, 2003 (the “Amendment Effective Date”), by and between RENOVIS, INC., a Delaware corporation (“Renovis”) having its place of business at Two Corporate Drive, South San Francisco, CA 94080, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation (“The Regents”) having its statewide administrative offices at 1111 Franklin Street, 12 Floor, Oakland, California 94607-5200. Renovis and The Regents may be referred to herein as a “Party” or, collectively, as “Parties”.
ContractExclusive License Agreement • January 16th, 2004 • Renovis Inc • Pharmaceutical preparations • California
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.
FIRST AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • November 24th, 2003 • Renovis Inc • Pharmaceutical preparations
This First Amendment to Separation Agreement (the “Agreement”) is made by and between Renovis, Inc. (hereinafter, the “Company”) and Dr. Lynne Zydowsky (“Zydowsky”) (together referred to as “the Parties”) and is entered into as of October 22, 2003, (the “Amendment Effective Date”). All of the capitalized terms not otherwise defined in this Agreement have the same respective meanings as contained in the Original Separation Agreement (defined below).
LICENSE AGREEMENTLicense Agreement • October 23rd, 2003 • Renovis Inc • Pharmaceutical preparations
This Agreement is made and entered into as of the 1/st/ day of January, 1998, by and among the OKLAHOMA MEDICAL RESEARCH FOUNDATION, an Oklahoma nonprofit corporation (“OMRF”), 825 N.E. 13th Street, Oklahoma City, Oklahoma 73104 (“Licensor”); and CENTAUR PHARMACEUTICALS, INC., a Delaware corporation (“Licensee”), having an office at 484 Oakmead Parkway, Sunnyvale, California 94086 (collectively the “Parties”).
RENOVIS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 17th, 2003 • Renovis Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of August 7, 2003, by and among RENOVIS, INC., a Delaware corporation (the “Company”), CentPharm LLC, a Delaware limited liability company (the “LLC”), the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor,” and, with respect to Sections 1, 2 (except Sections 2.2 and 2.4) and 5 only, GATX Ventures, Inc. and TBCC Funding Trust II (together with GATX Ventures, Inc., the “Warrant Holders”). As used herein, the term “Centaur” shall mean Centaur Pharmaceuticals, Inc., the Delaware corporation that merged into the LLC upon the closing of the “LLC Merger” (as that term is defined below), and, unless the context otherwise requires, shall also mean and include the LLC. For purposes of the rights set forth in Section 2.5, the term “Company” shall, unless the context otherwise requires, mean and include any and all successors in interest of
STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • January 8th, 2007 • Renovis Inc • Pharmaceutical preparations
‘This Stock Option Cancellation Agreement is made effective as of the 4th day of January, 2007 between Renovis, Inc. (the “Company”) and [ ] (the “Optionee”).
