AMBIT BIOSCIENCES CORPORATION and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • August 12th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between AMBIT BIOSCIENCES CORPORATION, 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”).
AMBIT BIOSCIENCES CORPORATION and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • August 12th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between AMBIT BIOSCIENCES CORPORATION, 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”).
AMBIT BIOSCIENCES CORPORATION and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Warrant Agreement • August 12th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between AMBIT BIOSCIENCES CORPORATION, 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”).
Ambit Biosciences Corporation [ ] Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • April 25th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • New York
Ambit Biosciences Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context r
INDEMNITY AGREEMENTIndemnification Agreement • November 5th, 2010 • Ambit Biosciences Corp • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractWarrant Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
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, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
LEASE by and between BMR-SORRENTO WEST LP, a Delaware limited partnership and AMBIT BIOSCIENCES CORPORATION, a Delaware corporationLease • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
IN WITNESS WHEREOF, Tenant has executed this Acknowledgment of Term Commencement Date and Term Expiration Date as of the date first written above.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • Connecticut
This Venture Loan and Security Agreement (the “Agreement”) is made as of date hereof, by and among Ambit Biosciences Corporation, a Delaware corporation (“Borrower”), Compass Horizon Funding Company LLC, a Delaware limited liability company (“Horizon”), Oxford Finance Corporation, a Delaware corporation (“Oxford” and collectively with Horizon, “Lenders”) and Compass Horizon Funding Company LLC, a Delaware limited liability company, as Agent under Section 16 below. The Lenders, Borrower and Agent hereby agree as follows:
ContractWarrant Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Michael A. Martino November 9, 2011 PO Box 5000 PMB 190 Rancho Santa Fe, CA 92067Carve-Out Plan Benefits • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
This letter confirms our agreement with respect to certain benefits related to your services as Chief Executive Officer of Ambit Biosciences Corporation (“Ambit”).
AGREEMENT AND PLAN OF MERGER among: AMBIT BIOSCIENCES CORPORATION, a Delaware corporation; DAIICHI SANKYO COMPANY, LIMITED, a Japanese corporation; and CHARGE ACQUISITION CORP., a Delaware corporation Dated as of September 28, 2014Agreement and Plan of Merger • September 29th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 28, 2014, by and among: DAIICHI SANKYO COMPANY, LIMITED, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (“Parent”); CHARGE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
COLLABORATION AGREEMENTCollaboration Agreement • March 28th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This Collaboration Agreement (the “Agreement”) is entered into as of September 14, 2010 (the “Effective Date”) by and between AMBIT BIOSCIENCES CORPORATION, a Delaware corporation with its principal place of business located at 4215 Sorrento Valley Blvd., San Diego, California 92121 (“Ambit”), and GENOPTIX, INC., a Delaware corporation with its principal place of business located at 1811 Aston Avenue, Carlsbad, California 92008 (“Genoptix”). Ambit and Genoptix are also herein designated individually as “Party” and collectively as “Parties.”
AMBIT BIOSCIENCES CORPORATION RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 8, 2014 (the “Effective Date”) by and among AMBIT BIOSCIENCES CORPORATION (the “Company”) and Athena Countouriotis (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
SECURITY AGREEMENTSecurity Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • Virginia
This Security Agreement (this “Agreement”) is made as of March 31, 2010, by and between Ambit Biosciences Corporation, a Delaware corporation (“Borrower”), and Oxford Finance Corporation, a Delaware corporation (“Lender”). The Lender and Borrower hereby agree as follows:
EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and among ASTELLAS PHARMA INC. and ASTELLAS US LLC and AMBIT BIOSCIENCES CORPORATION December 18, 2009 CONFIDENTIALExclusive License and Collaborative Research, Co-Development and Commercialization Agreement • March 28th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is made effective as of December 18, 2009, (the “Effective Date”), by and among ASTELLAS PHARMA INC., a Japanese corporation (“API”) and its indirect wholly owned subsidiary ASTELLAS US LLC, a Delaware limited liability company (“AUS”; collectively with API, “Astellas”), and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (“Ambit”).
COLLABORATION AGREEMENTCollaboration Agreement • March 28th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
This COLLABORATION AGREEMENT (the “Agreement”), effective as of November 3, 2006 (the “Effective Date”), is made by and between Ambit Biosciences Corporation a Delaware corporation, having a principal place of business at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”), and Cephalon, Inc., a Delaware corporation, having a principal place of business at 41 Moores Road, Frazer, PA 19355 (“Cephalon”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • September 29th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is entered into by and between Daiichi Sankyo Company, Limited, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (“Parent”), and [ ], as Rights Agent (together with Parent, the “Parties”).
MASTER SECURITY AGREEMENT No. 2081012 Dated as of November 15, 2002 (“Agreement”)Master Security Agreement • November 5th, 2010 • Ambit Biosciences Corp • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Ambit Biosciences Corporation (“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 9875 Towne Centre Drive, San Diego, CA 92121.
AMBIT BIOSCIENCES CORPORATION SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • California
THIS SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 25, 2012 by and among AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
AMBIT BIOSCIENCES CORPORATION EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTEmployee Proprietary Information and Inventions Agreement • November 5th, 2010 • Ambit Biosciences Corp • California
In consideration of my employment or continued employment by AMBIT BIOSCIENCES CORPORATION (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:
RE: Amendment to Employment Agreement Dear Michael:Employment Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
Reference is made to that certain Employment Agreement (the “Employment Agreement”), dated November 9, 2011, by and between you and Ambit Biosciences Corporation (“Ambit”). This letter agreement shall serve as an amendment to the Employment Agreement. Capitalized terms used but not defined in this letter agreement shall have the meanings set forth in the Employment Agreement.
AMBIT BIOSCIENCES CORPORATIONBoard Compensation Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
PREFERRED STOCK WARRANTPreferred Stock Warrant • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • Virginia
THIS CERTIFIES THAT, for value received, Oxford Finance Corporation, (“Holder”) is entitled to subscribe for and purchase that number of shares as set forth in paragraph 1 below of the fully paid and non-assessable Series Preferred Stock (the “Shares” or the “Preferred Stock”) of Ambit Biosciences Corporation, a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series Preferred Stock” shall mean the Company’s presently authorized Series Preferred Stock, and any stock into which such Series Preferred Stock may hereafter be exchanged.
January 25, 2012 Christopher J. Morl PO Box 1664 Rancho Santa Fe, CA 92067 Re: Transition from Ambit Biosciences Corporation Dear Chris:Separation Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations
This letter sets forth the agreement (the “Separation Agreement”) that Ambit Biosciences Corporation (the “Company”) is offering to you to aid in your employment transition. Your receipt of the benefits specified by this Separation Agreement is contingent upon satisfaction of both of the following conditions (the “Conditions”): (1) you must sign this Separation Agreement and return it to the Company within twenty-one (21) days of receiving it, and allow it to become effective as specified in Section 14 below; and (2) you must sign the release attached hereto as Exhibit A (the “Release”) and return it to the Company within twenty-one (21) days after the Separation Date (as defined below), and allow it to become effective as specified therein. If both Conditions are satisfied, then the following terms and conditions shall apply:
Addendum to LeaseLease Addendum • November 5th, 2010 • Ambit Biosciences Corp • California
This Addendum, dated July 22, 2004, constitutes an addendum to that certain Standard Industrial/Commercial Multi-Tenant Lease (“the Lease”) dated July 22, 2004, by and between (1) LMC-Sorrento Investment Company, LLC, a California limited liability company (“Lessor”), and (2) Ambit Biosciences Corporation, a Delaware corporation (“Lessee”). Lessor and Lessee hereby supplement and amend the Lease, as follows:
AMBIT BIOSCIENCES CORPORATIONBoard Compensation Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
We are delighted that you have agreed to remain on the Board of Directors (the “Board”) of Ambit Biosciences, Inc. (“Ambit”) and to continue to serve as Chairman of the Board (“Chairman”). This letter sets forth the agreement between you and Ambit regarding your Board service, effective as of the date hereof:
MASTER SECURITY AGREEMENT No. 6081115 Dated as of June 21, 2006 (“Agreement”)Master Security Agreement • November 5th, 2010 • Ambit Biosciences Corp • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (“Oxford”) and Webster Bank, National Association (“Webster”) (together with their respective successors and assigns, if any (Oxford and Webster are each referred to herein individually as “Secured Party” and collectively as “Secured Parties”) and Ambit Biosciences Corporation (“Debtor”). Secured Party Oxford has an office at 133 N. Fairfax Street, Alexandria, VA 22314, and Secured Party Webster has an office at 80 Elm Street, New Haven, CT 06510. 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 4215 Sorrento Valley Boulevard, San Diego, CA 92121.
LICENSE AND PROFILING SERVICES AGREEMENT between AMBIT BIOSCIENCES CORPORATION and BRISTOL-MYERS SQUIBB COMPANYLicense and Profiling Services Agreement • November 5th, 2010 • Ambit Biosciences Corp • Delaware
THIS LICENSE AND PROFILING SERVICES AGREEMENT is made and entered into as of October 2, 2007 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), and Ambit Biosciences Corporation, a Delaware corporation, having its principal office at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”). BMS and Ambit are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMBIT BIOSCIENCES CORPORATION FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 5th, 2010 • Ambit Biosciences Corp • California
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 30, 2007 by and among AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
AMBIT BIOSCIENCES CORPORATION WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This Warrant is issued as one of a series of warrants (the “Common Warrants”) pursuant to the Series E Preferred Stock, Common Stock and Warrant Purchase Agreement (the “Purchase Agreement”) dated as of October [25], 2012, as may be amended from time to time, by and among the Company and the persons and entities listed on Exhibit A thereto (the “Purchasers”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
THIRD AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL MULTI- TENANT LEASE – NETStandard Industrial/Commercial Multi-Tenant Lease • November 5th, 2010 • Ambit Biosciences Corp
TENDER AGREEMENTTender Agreement • September 29th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS TENDER AGREEMENT (this “Agreement”) dated September 28, 2014, is entered into between Daiichi Sankyo Company, Limited (“ Parent “), Charge Acquisition Corp. (“ Purchaser “), and [ ] (“ Stockholder “), with respect to (i) the shares of common stock, par value $0.001 per share (the “ Shares”), of Ambit Biosciences Corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares (“Convertible Securities”), and (iii) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).
LICENSE AGREEMENT between AMBIT BIOSCIENCES CORPORATION and BRISTOL-MYERS SQUIBB COMPANYLicense Agreement • November 5th, 2010 • Ambit Biosciences Corp • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of October 2, 2007 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), and Ambit Biosciences Corporation, a Delaware corporation, having its principal office at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”). BMS and Ambit are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMBIT BIOSCIENCES CORPORATION WARRANT TO PURCHASE STOCKWarrant Agreement • February 20th, 2013 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This Warrant is issued as one of a series of warrants (the “Series D-2 Warrants”) pursuant to the Series D-2 and Series D-3 Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”) dated as of May 9, 2011, as may be amended from time to time, by and among the Company and the persons and entities listed on Exhibit A thereto (the “Purchasers”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
