SGX Pharmaceuticals, Inc. Sample Contracts

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UNDERWRITING AGREEMENT
SGX Pharmaceuticals, Inc. • September 2nd, 2005 • New York
23 JULY 2004
SGX Pharmaceuticals, Inc. • September 2nd, 2005 • Georgia
UNDERWRITING AGREEMENT
Underwriting Agreement • January 4th, 2006 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
RECITALS
Indemnity Agreement • September 2nd, 2005 • SGX Pharmaceuticals, Inc. • Delaware
23 JULY 2004
SGX Pharmaceuticals, Inc. • January 4th, 2006 • Pharmaceutical preparations • Georgia
STRUCTURAL GENOMIX, INC.
Investor Rights Agreement • September 2nd, 2005 • SGX Pharmaceuticals, Inc. • California
BACKGROUND
Collaboration Agreement • November 14th, 2005 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
RECITALS
To Agreement • November 14th, 2005 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations
BACKGROUND
Collaboration and License Agreement • November 14th, 2005 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Exhibit 10.31 MASTER LOAN AND SECURITY AGREEMENT NO. 2081008 DATED: AUGUST 28, 2002
Master Loan and Security Agreement • September 2nd, 2005 • SGX Pharmaceuticals, Inc.
1. PURPOSE
SGX Pharmaceuticals, Inc. • September 2nd, 2005
RECITALS
Agreement • November 14th, 2005 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations
RECITALS
Agreement • September 2nd, 2005 • SGX Pharmaceuticals, Inc.
BACKGROUND
Collaboration Agreement • September 2nd, 2005 • SGX Pharmaceuticals, Inc. • Delaware
EXHIBIT 10.36 AMENDMENT TO AGREEMENT
Agreement • November 14th, 2005 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations
CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 30th, 2007 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Change in Control Severance Agreement (this “Agreement”) is entered into as of December 18, 2006 (the “Effective Date”), by and between Annette North (the “Executive”) and SGX Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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RECITALS
Agreement • November 14th, 2005 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations
Agreement and Plan of Merger dated as of July 8, 2008 among Eli Lilly and Company, REM Merger Sub, Inc. and SGX Pharmaceuticals, Inc.
Agreement and Plan of Merger • July 8th, 2008 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

Agreement and Plan of Merger (this “Agreement”), dated as of July 8, 2008, among Eli Lilly and Company, an Indiana corporation (“Parent”), REM Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and SGX Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

BACKGROUND
Collaboration and License Agreement • September 2nd, 2005 • SGX Pharmaceuticals, Inc. • Delaware
RECITALS
Drug Discovery Agreement • January 4th, 2006 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
RECITALS
Agreement • November 14th, 2005 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations
LEASE
Article 6 Services • September 2nd, 2005 • SGX Pharmaceuticals, Inc. • California
March 27, 2006 LICENSE AND COLLABORATION AGREEMENT Between NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. and SGX PHARMACEUTICALS, INC.
License and Collaboration Agreement • April 5th, 2006 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This License and Collaboration Agreement (“Agreement”) is made as of this 27 day of March, 2006 (the “Effective Date”) by and between Novartis Institutes for BioMedical Research, Inc., a corporation organized and existing under the laws of the State of Delaware (“Novartis”) and SGX Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (“SGX”). Novartis and SGX are each referred to individually as a “Party” and together as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 1 hereof.

TERMINATION AGREEMENT
Termination Agreement • March 13th, 2006 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations

This Termination Agreement (the “Termination Agreement”) is made and entered into effective as of February 15, 2006 (the “Termination Effective Date”), by and between SGX Pharmaceuticals, Inc., (formerly known as Structural GenomiX, Inc.) a corporation incorporated under the laws of the State of Delaware and with its principal place of business located at 10505 Roselle Street, San Diego, CA 92121 (“SGX”) and Pierre Fabre Medicament S.A., (successor in interest to UroGene SA) a corporation incorporated under the laws of France with its registered office at 45, place Abel-Gance, 92654 Boulogne Cedex France (“PFM”). PFM and SGX may be referred to herein as a “Party” or, collectively, as “Parties”.

FIRST AMENDMENT TO THE DRUG DISCOVERY AGREEMENT
The Drug Discovery Agreement • March 30th, 2007 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations

This First Amendment is entered into by and between SGX Pharmaceuticals, Inc., (formerly known as Structural GenomiX, Inc.) (“SGX”) and Cystic Fibrosis Foundation Therapeutics, Inc. (“CFFT”) and is effective as of March 1, 2007 (“Amendment Effective Date”). Collectively, SGX and CFFT are referred to hereinafter as the “Parties”.

FOURTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 30th, 2007 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Fourth Amendment”) is made as of March 28, 2007, by and between ARE-10505 ROSELLE STREET, LLC, a Delaware limited liability company (“Landlord”), and SGX PHARMACEUTICALS, INC., a Delaware corporation, formerly known as Structural Genomix, Inc. (“Tenant”).

RECITALS
Agreement • September 2nd, 2005 • SGX Pharmaceuticals, Inc.
AMENDMENT TO AGREEMENT
To Agreement • December 12th, 2007 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amendment to Agreement (the “Amendment”) is made and entered into effective as of December 7, 2007 (the “Amendment Effective Date”), by and between SGX Pharmaceuticals, Inc. (formerly known as Structural GenomiX, Inc.), a corporation organized and existing under the laws of the State of Delaware and having its principal place of business located at 10505 Roselle Street, San Diego, CA 92121 (“SGX”) and Eli Lilly and Company., a corporation organized and existing under the laws of the state of Indiana and having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, (“Lilly”). Lilly and SGX may be referred to herein as a “Party” or, collectively, as “Parties”.

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