Exhibit 10.6 XENOPORT, INC. 1999 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 1999 Stock Plan shall have the same defined meanings in this Stock Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • January 19th, 2005 • Xenoport Inc • California
XENOPORT, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 3, 2015 2.50% Convertible Senior Notes due 2022Indenture • February 3rd, 2015 • Xenoport Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of February 3, 2015, between XENOPORT, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
XENOPORT, INC.Investors Rights Agreement • January 19th, 2005 • Xenoport Inc • California
4,000,000 Shares XENOPORT, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2010 • Xenoport Inc • Pharmaceutical preparations • New York
XenoPort, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I (the “Underwriters”) hereto for whom you are acting as manager (the “Manager”) 4,000,000 shares of its Common Stock (par value $0.001 per share) (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 600,000 shares of its Common Stock (par value $0.001 per share) (the “Additional Shares”) if and to the extent that you, as Manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Common Stock (par value $0.001 per share) of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stoc
XENOPORT, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • July 12th, 2013 • Xenoport Inc • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between XENOPORT, 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”).
XENOPORT, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • August 7th, 2015 • Xenoport Inc • Pharmaceutical preparations • New York
This COMMON STOCK WARRANT AGREEMENT (this “Agreement”) is dated as of between XenoPort, 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”).
XENOPORT, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • July 12th, 2013 • Xenoport Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between XENOPORT, 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”).
XENOPORT, INC. and MELLON INVESTOR SERVICES LLC, as Rights Agent RIGHTS AGREEMENT Dated as of December 15, 2005Rights Agreement • December 16th, 2005 • Xenoport Inc • Pharmaceutical preparations • New York
This Rights Agreement (“Agreement”), dated as of December 15, 2005, between XenoPort, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (“Rights Agent”).
2,500,000 Shares XENOPORT, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2009 • Xenoport Inc • Pharmaceutical preparations • New York
XenoPort, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I (the “Underwriters”) hereto for whom you are acting as managers (the “Managers”) 2,500,000 shares of its Common Stock (par value $0.001 per share) (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 375,000 shares of its Common Stock (par value $0.001 per share) (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Common Stock (par value $0.001 per share) of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common S
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 9th, 2010 • Xenoport Inc • Pharmaceutical preparations • California
This Change of Control Agreement (the “Agreement”) is made and entered into by and between GIANNA M. BOSKO (the “Executive”) and XENOPORT, INC., a Delaware corporation (the “Company”), effective as of September 3, 2010.
AMENDED & RESTATED SEVERANCE RIGHTS AGREEMENTSeverance Rights Agreement • March 14th, 2013 • Xenoport Inc • Pharmaceutical preparations • California
This Amended & Restated Severance Rights Agreement (the “Agreement”) is made and entered into by and between KENNETH C. CUNDY, PHD (the “Executive”) and XENOPORT, INC., a Delaware corporation (the “Company”), effective as of December 20, 2012 (the “Effective Date”). The Company appreciates the important contributions that the Executive has made as XenoPort Fellow since June 2012. The Company and the Executive now desire that the Executive continue in his current role in a more formal, non-transitional, capacity. Therefore, this Agreement replaces and supersedes all prior agreements on the subject matter of this Agreement, including, but not limited to, the Severance Rights Agreement between the Executive and the Company dated June 1, 2012 (the “Prior Agreement”).
Exhibit 10.19 XENOPORT, INC. TRAN EMPLOYMENT AGREEMENT This Agreement is entered into as of July 15 2004, by and between XenoPort, Inc. (the "COMPANY"), and Pierre Tran ("EXECUTIVE"). 1. Duties and Scope of Employment. (a) Effective Date. Executive...Employment Agreement • January 19th, 2005 • Xenoport Inc • California
RECITALSChange of Control Agreement • January 19th, 2005 • Xenoport Inc • California
XENOPORT, INC. STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)Stock Option Agreement • May 8th, 2012 • Xenoport Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, XenoPort, Inc. (the “Company”) has granted you an option under its 2005 Non-Employee Directors’ Stock Option Plan (the “Plan”) 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. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
RECITALSChange of Control Agreement • January 19th, 2005 • Xenoport Inc • California
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • August 6th, 2010 • Xenoport Inc • Pharmaceutical preparations • Delaware
This Performance Stock Unit Agreement (this “Agreement”) is made as of May 13, 2010, by XENOPORT, INC., a Delaware corporation (referred to in this Agreement, together with its affiliates and successors, as “XenoPort”) and RONALD W. BARRETT, PH.D. (“Recipient”) to govern the performance stock unit award described herein.
XenoPort, Inc. New Hire Option Agreement (Nonstatutory Stock Option)New Hire Option Agreement • August 7th, 2008 • Xenoport Inc • Pharmaceutical preparations
Pursuant to your New Hire Stock Option Grant Notice (“Grant Notice”) and this New Hire Option Agreement (the “Option Agreement”), XenoPort, Inc. (the “Company”) has granted you an option outside of any equity incentive plan maintained by the Company to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price per share indicated in your Grant Notice.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 7th, 2014 • Xenoport Inc • Pharmaceutical preparations • California
This Change of Control Agreement (the “Agreement”) is made and entered into by and between [ ] (the “Executive”) and XENOPORT, INC., a Delaware corporation (the “Company”), effective as of July 14, 2014. This Agreement is an amendment and restatement of, and supersedes, the Change of Control Agreement between the Executive and the Company dated [ ] (and supersedes any and all other prior change of control agreements between the parties, if any).
XENOPORT, INC. STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • May 12th, 2010 • Xenoport Inc • Pharmaceutical preparations • California
Pursuant to the Stock Unit Grant Notice (“Grant Notice”) and this Stock Unit Award Agreement (“Agreement”), XenoPort, Inc. (the “Company”) has awarded you a Stock Unit Award pursuant to Section 7(c) of the Company’s 2010 Inducement Award Plan (the “Plan”) for the number of Stock Units as indicated in the Grant Notice (collectively, the “Award”). Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Stock Unit shall represent the right to receive one (1) share of Common Stock.
XENOPORT, INC. OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)Option Agreement • May 12th, 2010 • Xenoport Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, XenoPort, Inc. (the “Company”) has granted you an option under its 2010 Inducement Award Plan (the “Plan”) 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. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
XenoPort, Inc. New Hire Stock Unit Award AgreementNew Hire Stock Unit Award Agreement • August 7th, 2008 • Xenoport Inc • Pharmaceutical preparations • California
Pursuant to the New Hire Stock Unit Grant Notice (“Grant Notice”) and this New Hire Stock Unit Award Agreement (“Award Agreement”), XenoPort, Inc. (the “Company”) has awarded you a Stock Unit Award outside of any equity incentive plan maintained by the Company for the number of stock units (“RSUs”) as indicated in the Grant Notice (collectively, the “Award”). Subject to adjustment and the terms and conditions as provided herein, each RSU shall represent the right to receive one (1) share of Common Stock.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDED AND RESTATED DEVELOPMENT AND...Development and Commercialization Agreement • February 29th, 2012 • Xenoport Inc • Pharmaceutical preparations • Delaware
* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
4,500,000 Shares XENOPORT, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2006 • Xenoport Inc • Pharmaceutical preparations • New York
Morgan Stanley & Co. Incorporated Deutsche Bank Securities Inc. Pacific Growth Equities, LLC c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
FIRST AMENDMENT TO LEASELease • May 8th, 2008 • Xenoport Inc • Pharmaceutical preparations
This First Amendment to Lease (“Amendment”) is made this 29th day of February, 2008 (“Effective Date”) by and between Sobrato Interests, a California limited partnership having an address at 10600 N. De Anza Blvd., Suite 200, Cupertino, California 95014 (“Landlord”) and XenoPort, Inc., a Delaware corporation having its principal place of business at 3410 Central Expressway, Santa Clara, California 95051 (“Tenant”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 9th, 2007 • Xenoport Inc • Pharmaceutical preparations • California
This Change of Control Agreement (the “Agreement”) is made and entered into by and between [Name] (the “Executive”) and XenoPort, Inc., a Delaware corporation (the “Company”), effective as of [Date], 2007.
RECITALSChange of Control Agreement • January 19th, 2005 • Xenoport Inc • California
XENOPORT, INC. NON-EMPLOYEE DIRECTOR STOCK UNIT AWARD AGREEMENTNon-Employee Director Stock Unit Award Agreement • May 8th, 2012 • Xenoport Inc • Pharmaceutical preparations • California
Pursuant to the Stock Unit Grant Notice (“Grant Notice”) and this Non-Employee Director Stock Unit Award Agreement (“Agreement”), XenoPort, Inc. (the “Company”) has awarded you a Stock Unit Award pursuant to Section 7(c) of the Company’s 2005 Equity Incentive Plan (the “Plan”) for the number of Stock Units as indicated in the Grant Notice (collectively, the “Award”). Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Stock Unit shall represent the right to receive one (1) share of Common Stock.
XENOPORT, INC. WARRANT TO PURCHASE [____] SHARES OF COMMON STOCKWarrant Agreement • December 30th, 2008 • Xenoport Inc • Pharmaceutical preparations • California
This Certifies That, for value received, [___], or permitted registered assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from XenoPort, Inc., a Delaware corporation (the “Company”), up to [___] shares of the common stock of the Company, par value $.001 per share (the “Common Stock”). This warrant is one of a series of warrants issued by the Company as of the date hereof (individually a “Warrant”; collectively, “Company Warrants”) pursuant to those certain purchase agreements between the Company and each of the Investors, each dated as of December 30, 2008 (each, a “Purchase Agreement”).
Re: XENOPORT Consulting Contract # 2917Consulting Agreement • November 9th, 2010 • Xenoport Inc • Pharmaceutical preparations
The purpose of this Letter Agreement (the “Agreement”) is to set forth the terms of the consultancy with XENOPORT, INC. (“XENOPORT”) by William J. Rieflin (“Consultant”), effective as of August 26, 2010 (the “Effective Date”), which are as follows:
Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. LICENSING AGREEMENTLicensing Agreement • November 9th, 2007 • Xenoport Inc • Pharmaceutical preparations • New York
This Licensing Agreement (hereinafter, “Agreement”), dated as of October 12, 2007 (“Effective Date”), between XenoPort, Inc., a Delaware corporation having a place of business at 3410 Central Expressway, Santa Clara, CA 95051 (“XenoPort”), and Xanodyne Pharmaceuticals, Inc., a Delaware corporation having a place of business at One Riverfront Place, Suite 900, Newport, KY 41071 (“Xanodyne”).
RE: Release and Severance Agreement (the “Agreement”)Release and Severance Agreement • March 1st, 2011 • Xenoport Inc • Pharmaceutical preparations
This Agreement confirms the terms upon which you and XenoPort, Inc. (“XenoPort” or the “Company”) have agreed for your departure.
SEVERANCE RIGHTS AGREEMENTSeverance Rights Agreement • October 1st, 2015 • Xenoport Inc • Pharmaceutical preparations • California
This Severance Rights Agreement (the “Agreement”) is made and entered into by and between VINCENT J. ANGOTTI (the “Executive”) and XENOPORT, INC., a Delaware corporation (the “Company”), effective as of September 29, 2015 (the “Effective Date”). This Agreement replaces and supersedes all prior agreements on the subject matter of this Agreement, including but not limited to the Severance Rights Agreement between the Executive and the Company dated February 9, 2012 (the “Prior Agreement”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • February 3rd, 2015 • Xenoport Inc • Pharmaceutical preparations • New York
This Amendment No. 1 to Rights Agreement (the “Amendment”) is made as of the 29th day of January, 2015, by and between XenoPort, Inc., a Delaware corporation (the “Company”), and Computershare Inc., successor rights agent to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC) (the “Rights Agent”).
LEASE BETWEEN SOBRATO INTERESTS AND XENOPORT, INC.Lease Agreement • May 8th, 2008 • Xenoport Inc • Pharmaceutical preparations • California
PURCHASE AGREEMENTPurchase Agreement • December 30th, 2008 • Xenoport Inc • Pharmaceutical preparations • California
disclosed to each of the Investors prior to the date hereof; (4) the undersigned may enter into a 10b5-1 plan during the Lock-Up Period if sales under such plan do not occur until after the expiration of the Lock-Up Period; (5) the undersigned may “net” exercise outstanding options or warrants to purchase Common Stock in accordance with their terms; (6) the undersigned may transfer shares of Common Stock to the Company to satisfy tax withholding obligations pursuant to Company equity compensation plans or arrangements; and (7) the undersigned may transfer shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock pursuant to a sale or an offer to purchase 100% of the outstanding Common Stock, whether pursuant to a merger, tender offer or otherwise, to a third party or group of third parties; provided, however, that in each of (1) and (2) above, it shall be a condition to the transfer or distribution that (i) the transferee execute a copy of th
