AGREEMENTSeverance Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
COMMON STOCKUnderwriting Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
ANADYS PHARMCEUTICALS, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of March 24, 2006 Senior Debt SecuritiesIndenture • March 27th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
Indenture, dated as of March 24, 2006, among Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”):
SUBLEASESublease • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
AGREEMENTConfidentiality Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
RECITALSCollaboration Agreement • November 12th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
13,888,889 Shares of Common Stock par value $0.001 2,083,333 Over-Allotment Shares ANADYS PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2010 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
PREAMBLETechnology License Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
AGREEMENTSeverance Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
EXHIBIT 10.24 MASTER SECURITY AGREEMENT dated as of June 17, 2003 ("AGREEMENT") THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors and assigns, if any, "SECURED PARTY") and ANADYS PHARMACEUTICALS, INC....Master Security Agreement • November 14th, 2003 • Anadys Pharmaceuticals Inc
5,813,954 Stock ANADYS PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 26th, 2010 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSIndemnification Agreement • November 14th, 2003 • Anadys Pharmaceuticals Inc • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • January 5th, 2005 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
The undersigned hereby agree that the foregoing Statement on Schedule 13G, dated January 4, 2005, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k). Dated: January 4, 2005
RECITALSResearch Collaboration Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
AGREEMENTConfidentiality Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
EXHIBIT 10.6 ANADYS PHARMACEUTICALS, INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice ("GRANT NOTICE") and this Stock Option Agreement, Anadys...Stock Option Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
AGREEMENTSeverance Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
EXHIBIT 10.1 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -.GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. BASIC PROVISIONS ("BASIC PROVISIONS") 1.1 PARTIES: This Lease ("Lease"), dated for...Lease Agreement • November 14th, 2003 • Anadys Pharmaceuticals Inc
EXHIBIT 10.34 JOINT DEVELOPMENT AND LICENSE AGREEMENT BY AND BETWEEN LG LIFE SCIENCES, LTD.Joint Development and License Agreement • August 16th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
Exhibit 10.32 AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT THIS AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT (the "Agreement") is entered into as of February 24, 2004 with an effective date of February 17, 2004 (the "Effective Date") by and...Exclusive Option Agreement • March 24th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • October 25th, 2011 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
This AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into effective as of August 25, 2011, (the “Effective Date”), by and between ANADYS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. From and following the Effective Date, this Agreement shall replace and supersede that certain Amended and Restated Severance and Change in Control Agreement between Executive and the Company entered into as of (the “Prior Agreement”).
EXHIBIT 10.23 EQUIPMENT LOAN AND SECURITY AGREEMENTEquipment Loan and Security Agreement • November 14th, 2003 • Anadys Pharmaceuticals Inc • California
EXHIBIT 10.19 *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R....Research and License Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
AGREEMENT AND PLAN OF MERGER among: ANADYS PHARMACEUTICALS, INC., a Delaware corporation; HOFFMANN-LA ROCHE INC., a New Jersey corporation; BRYCE ACQUISITION CORPORATION, a Delaware corporation; and solely for the purposes of Section 9.13, ROCHE...Merger Agreement • October 19th, 2011 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 16, 2011, by and among: Hoffmann-La Roche Inc., a New Jersey corporation (“Parent”); Bryce Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); solely for purposes of Section 9.13, Roche Holdings, Inc., a Delaware corporation and the parent of Parent (the “Guarantor”); and ANADYS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ANADYS PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • March 27th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
Common Stock Warrant Agreement, dated as of between Anadys Pharmaceuticals, 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").
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 19th, 2011 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 16, 2011, by and among Hoffmann-La Roche Inc., a New Jersey corporation (“Parent”), Bryce Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and [ ] (the “Stockholder”).
ANADYS PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • March 27th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
Preferred Stock Warrant Agreement, dated as of between Anadys Pharmaceuticals, 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”).
1 DEFINITIONS AND INTERPRETATION...................................... 1 2 FEES................................................................ 12 3 SUPPLY OF SAMPLE EXTRACTS........................................... 13 4 USE OF SAMPLE...Screening Agreement • March 18th, 2004 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • Victoria
Inducement Stock Option Agreement (Nonstatutory Stock Option)Inducement Stock Option Agreement • September 25th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Anadys Pharmaceuticals, Inc. (the “Company”) has granted you an option to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. This option is granted as an “inducement grant” under NASDAQ Marketplace Rule 4350(i)(1)(A)(iv) and is therefore being granted outside the Company’s 2004 Equity Incentive Plan (the “Plan”). However, this option is subject to all of the terms and conditions in the Plan and this Stock Option Agreement, as though the option was issued pursuant to the Plan. Defined terms not otherwise defined in this Stock Option Agreement but defined in the Plan shall have the same meanings as in the Plan.
ANADYS PHARMACEUTICALS, INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As OfWarrant Agreement • March 27th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
Debt Securities Warrant Agreement, dated as of between Anadys Pharmaceuticals, 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”).
ANADYS PHARMACEUTICALS, INC. Warrant To Purchase Common StockWarrant to Purchase Common Stock • June 4th, 2009 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after 180 days from the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York Time, on the Expiration Date (as defined below), ( ) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of a series of warrants to
EXHIBIT 10.4 ANADYS PHARMACEUTICALS, INC. 2002 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Anadys...Stock Option Agreement • November 14th, 2003 • Anadys Pharmaceuticals Inc
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 10th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • California
This Change in Control Agreement (the “Agreement”) is made and entered into effective as of April 17, 2006 (the “Effective Date”), by and between Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jennifer K. Crittenden (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
Subscription AgreementSubscription Agreement • June 4th, 2009 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms and agrees with Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as follows:
ANADYS PHARMACEUTICALS, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of March 24, 2006 Subordinated Debt SecuritiesIndenture • March 27th, 2006 • Anadys Pharmaceuticals Inc • Pharmaceutical preparations • New York
Indenture, dated as of March 24, 2006, among Anadys Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”):
