Catalyst Biosciences, Inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 15th, 2021 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
930,000 SHARES OF COMMON STOCK, 13,350 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 2,670,000 SHARES OF COMMON STOCK) AND WARRANTS (EXERCISABLE INTO 1,800,000 SHARES OF COMMON STOCK) OF CATALYST BIOSCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2017 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Catalyst Biosciences, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Catalyst Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT TO PURCHASE STOCKWarrant Agreement • March 9th, 2016 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the company (the “Company”) at the Warrant Price all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2023 • Gyre Therapeutics, Inc. • Pharmaceutical preparations
This Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
Targacept, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 20th, 2011 • Targacept Inc • Pharmaceutical preparations • New York
Targacept, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative” or “you”) an aggregate of 3,658,537 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), all of which will be sold by the Company. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 548,780 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
TARGACEPT, INC. Common Stock (par value $0.001 per share) At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • November 26th, 2013 • Targacept Inc • Pharmaceutical preparations • New York
CATALYST BIOSCIENCES, INC. Common Stock ($0.001 par value per share) Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • March 16th, 2016 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York
CATALYST BIOSCIENCES, INC. a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JONESTRADING INSTITUTIONAL SERVICES LLC (the “Agent”), as follows:
8,700,000 Shares of Common Stock Catalyst Biosciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2021 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York
Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,700,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,305,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Shares.”
4,615,384 Shares1 CATALYST BIOSCIENCES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York
Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 4,615,384 shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The aggregate of 4,615,384 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 692,307 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • North Carolina
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 8, 2002 by and between TARGACEPT, INC., a Delaware corporation (“Employer”), and Alan Musso, an individual resident of North Carolina (“Employee”);
UNDERWRITING AGREEMENT 2,941,176 Shares CATALYST BIOSCIENCES, INC. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2018 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York
Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate 2,941,176 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 441,176 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
CATALYST BIOSCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2015 • Targacept Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of this 14th day of January 2015, by and between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and Fletcher Payne (“Indemnitee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2008 • Targacept Inc • Pharmaceutical preparations • North Carolina
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT dated March 13, 2008 (this “Amendment”) amends the Employment Agreement dated August 22, 2000 (the “Agreement”) by and between Targacept, Inc., a Delaware corporation (the “Company”), and Merouane Bencherif (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 22, 2000 by and between TARGACEPT, INC., a Delaware corporation (“Employer”), and Dr. William S. Caldwell, an individual resident of North Carolina (“Employee”);
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2015 • Targacept Inc • Pharmaceutical preparations • North Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of October 8, 2014 (the “Effective Date”) by and between Targacept, Inc., a Delaware corporation (“Employer” or the “Company”), and Scott N. Cullison, an individual resident of North Carolina (“Employee”).
CATALYST BIOSCIENCES, INC. STOCK OPTION AGREEMENT — EARLY EXERCISEStock Option Agreement • August 21st, 2015 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in Schedule A, attached hereto and incorporated herein by reference, shall have the same defined meanings in this Stock Option Agreement.
AMENDED AND RESTATED VOTING AGREEMENT among: CATALYST BIOSCIENCES, INC., a Delaware corporation; TARGACEPT, INC., a Delaware corporation; and the undersigned Stockholder Dated as of May 13, 2015Voting Agreement • May 14th, 2015 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (“Agreement”), dated as of May 13, 2015, is made by and among Targacept, Inc., a Delaware corporation (“Targacept”), Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.
OF TARGACEPT, INC. Stock Option Agreement (Employees)Stock Option Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”), made the day of , between Targacept, Inc., a Delaware corporation (the “Corporation”), and , an employee of the Corporation or a related corporation (the “Participant”);
Development and Production Agreement For Active Pharmaceutical Ingredients Between SIEGFRIED LTD. Untere Brühlstrasse 4 (hereinafter referred to as “SIEGFRIED”) and TARGACEPT, INC. Winston-Salem, NC 27101-4165 USA (hereinafter referred to as “TARGACEPT”)Development and Production Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
This DEVELOPMENT AND PRODUCTION Agreement (the “AGREEMENT”) is entered into as of the first (1st) day of February 2004 (the “EFFECTIVE DATE”) by and between SIEGFRIED and TARGACEPT.
ASSET PURCHASE AND TRADEMARK ASSIGNMENT AGREEMENTAsset Purchase and Trademark Assignment Agreement • March 14th, 2008 • Targacept Inc • Pharmaceutical preparations • Pennsylvania
ASSET PURCHASE AND TRADEMARK ASSIGNMENT AGREEMENT executed this 19th day of March, 1998, by and between LAYTON BIOSCIENCE, INC., a Delaware corporation (“Purchaser”) with an address at 105 Reservoir Road, Atherton, CA 94027 and MERCK & CO., Inc., a New Jersey corporation (“Seller”) with an address at One Merck Drive, Whitehouse Station, New Jersey 08889.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 27th, 2022 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [date] between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and [name of director], a director, officer or member of the executive committee of the Company (“Indemnitee”).
CATALYST BIOSCIENCES, INC. January 17, 2023Severance Agreement • August 14th, 2023 • Catalyst Biosciences, Inc. • Pharmaceutical preparations
This letter (the “Agreement”) confirms the agreement between you and Catalyst Biosciences, Inc. (the “Company”) regarding your waiver of certain existing severance payments and benefits, the cancellation of certain of your outstanding stock options, your general release of claims with respect to the Company as of the date hereof, and a lump sum bonus to be paid to you in consideration for your execution and non-revocation of such general release of claims. For clarity, the lump sum bonus relates to the discretionary event-based bonus approved by the Company’s Compensation Committee on December 1, 2022, which is in lieu of and replaces any amounts you would otherwise be entitled to receive pursuant to the Company’s target performance bonus for fiscal year 2022 (the “2022 Annual Bonus”). By signing below, you acknowledge and agree that you will not be paid the 2022 Annual Bonus and instead will receive the lump sum payment described in Section 3 below. This Agreement will be effective up
AMENDED AND RESTATED COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between TARGACEPT, INC. and AVENTIS PHARMA SACollaborative Research and License Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • New York
This Amended and Restated Collaborative Research and License Agreement (this “Agreement”) is made and entered into as of January 21, 2002, by and between Targacept, Inc., a Delaware corporation having its principal place of business at 950 Reynolds Boulevard, Winston-Salem, North Carolina 27105 (“Targacept”), and Aventis Pharma SA, a corporation organized and existing under the laws of France having its principal place of business at 20, avenue Raymond Aron, 92160 Antony, France (“APSA”) (each of Targacept and APSA a “Party” and collectively, the “Parties”).
Amendment No. 1 to Third Amended and Restated Investor Rights AgreementInvestor Rights Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 to the Third Amended and Restated Investor Rights Agreement dated December 6, 2004 (this “Amendment”) amends the Third Amended and Restated Investor Rights Agreement dated May 12, 2004 (the “Future IRA”) by and among Targacept, Inc. (the “Company”) and the holders of shares of the Company’s Series C Convertible Preferred Stock, $0.001 par value per share (“Series C Stock”), Series B Convertible Preferred Stock, $0.001 par value per share (“Series B Stock”), or Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Stock” and, together with the Series C Stock and Series B Stock, “Preferred Stock”) party thereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Future IRA.
TARGACEPT, INC. Nonqualified Stock Option Agreement (Nonemployee Directors)Nonqualified Stock Option Agreement • November 6th, 2013 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between TARGACEPT, INC., a Delaware corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, a Nonemployee Director of the Corporation or an Affiliate (the “Participant”);
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 6th, 2012 • Targacept Inc • Pharmaceutical preparations • Connecticut
THIS AGREEMENT (the “Agreement”) by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and Targacept, Inc., a corporation organized and existing under the laws of the State of Delaware with principal offices located in Winston-Salem, North Carolina (“LICENSEE”), is effective as of the date of final signature below (“EFFECTIVE DATE”).
LICENSE AGREEMENTLicense Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Kentucky
THIS AGREEMENT, made and entered into this 26th day of May, 1999, (the Effective Date) by and between the University of Kentucky Research Foundation, a corporation duly organized and existing under the laws of the Commonwealth of Kentucky and having its principle office at Lexington, Kentucky, U.S.A. (hereinafter referred to as UKRF), and Targacept, Inc., (“TARGACEPT”) a subsidiary of R.J.R. Reynolds Tobacco Company (“RJR”).
LICENSE AGREEMENTLicense Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • North Carolina
This License Agreement (the “Agreement”) effective as of this 12th day of August, 2002, between Wake Forest University Health Sciences, an institution organized as a nonprofit corporation under the laws of the state of North Carolina with its principal offices at Medical Center Boulevard, Winston-Salem, North Carolina 27109 (“WFUHS”), and Targacept, Inc., a Delaware corporation with its principal offices at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2024 • Gyre Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 15, 2024, by and between Gyre Therapeutics, Inc., a Delaware corporation (the “Company”), and Han Ying (the “Executive”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 14th, 2023 • Catalyst Biosciences, Inc. • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 26, 2022 (the “Effective Date”), is entered into by and between Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as initial Rights Agent (as defined herein).
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT by and between TARGACEPT, INC. and ASTRAZENECA AB December 27, 2005Collaborative Research and License Agreement • May 26th, 2006 • Targacept Inc • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of December 27, 2005 (the “Execution Date”), by and between Targacept, Inc., a Delaware corporation having an address of 200 East First Street, Suite 300, Winston-Salem, NC 27101-4165 (“Targacept”), and AstraZeneca AB, a company limited by shares organized and existing under the laws of Sweden, having its principal place of business at V-Malarehamnen 9, S-151 85 Södertälje, Sweden (“AstraZeneca”), effective as of the Effective Date, except for those provisions that are expressly stated to be effective as of the Execution Date, which shall be effective as of the Execution Date. Each of AstraZeneca and Targacept is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Florida
This Amended and Restated License Agreement (this “Agreement”) is made and entered into to be effective the 9th day of March 2004, by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a corporation not for profit under Chapter 617 of the Florida Statutes and a direct support organization of the University of South Florida (“University”) pursuant to Section 1004.28 of the Florida Statutes, having its principal office at 4202 East Fowler Avenue, Tampa, Florida 33620, U.S.A. (hereinafter referred to as “RESEARCH FOUNDATION”), and Targacept, Inc., a Delaware Corporation, having its principal office at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (hereinafter referred to as “LICENSEE”) and amends and restates in its entirety the License Agreement dated October 13, 1997, as amended, between RESEARCH FOUNDATION and LICENSEE, as assignee of Layton Bioscience, Inc. (the “Original Agreement”).
Nassim Usman, Ph.D. President & Chief Executive Officer September 19, 2017Employment Agreement • September 22nd, 2017 • Catalyst Biosciences, Inc. • Pharmaceutical preparations
This letter hereby amends and restates the terms of your employment as Chief Financial Officer of Catalyst Biosciences, Inc. (the “Company”) and supersedes your previous employment agreement dated March 30, 2015. In this role, you report directly to Nassim Usman, President and Chief Executive Officer.
MASTER CLINICAL SERVICES AGREEMENT between TARGACEPT, INC. and FORENAP PHARMA EURL Page 1 / 33Master Clinical Services Agreement • November 9th, 2007 • Targacept Inc • Pharmaceutical preparations
FORENAP PHARMA EURL, having its registered offices at 27 rue du 4ème RSM – B.P. 27, F-68250 ROUFFACH, France, represented by Rémy LUTHRINGER, Ph.D., CEO, hereinafter referred to as “FORENAP”
TARGACEPT, INC. Incentive Stock Option Agreement (Employees)Incentive Stock Option Agreement • March 16th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between TARGACEPT, INC., a Delaware corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, an Employee of the Corporation or an Affiliate (the “Participant”);
