Solutia Pharmaceutical Services Division GLOBAL SERVICES AGREEMENT BETWEEN AMCIS AG AND Fujisawa Deutschland GmbH AND Salmedix, Inc. Page 1 of 27Global Services Agreement • June 15th, 2004 • Salmedix Inc • Pharmaceutical preparations
This Supplement is attached to and made part of the Global Services Agreement (the “Services Agreement”), and is made this 28th day of February, 2004 between:
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and SALMEDIX, INC. forExclusive License Agreement • June 15th, 2004 • Salmedix Inc • Pharmaceutical preparations • California
This exclusive license agreement (“Agreement”) is made effective this 21th day of September, 2001 (“Effective Date”), between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”), and Salmedix, Inc., a Delaware corporation, having a principal place of business at 4330 La Jolla Village Drive, Suite 250, San Diego, California 92122 (“Licensee”).
ContractLicense Agreement • June 15th, 2004 • Salmedix Inc • Pharmaceutical preparations
Confidential Materials omitted and field separately with the Securities and Exchange Commission. Asterisks denote such omissions.
Amendment to Loan and Security AgreementLoan and Security Agreement • September 15th, 2004 • Salmedix Inc • Pharmaceutical preparations
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK (“Bank”) and the borrower named above (the “Borrower”). The Parties agree to amend the Loan and Security Agreement between them, dated June 23, 2003, as amended or otherwise modified from time to time (the “Loan Agreement”), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.)
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • September 15th, 2004 • Salmedix Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOFUNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
FORM OF REPURCHASE AGREEMENTRepurchase Agreement • April 23rd, 2004 • Salmedix Inc • California
This Repurchase Agreement (“Agreement”) is made and entered into as of June 5, 2002 by and among Salmedix, Inc., a Delaware corporation (the “Company”), (the “Investor”) and , the Investor’s spouse (the “Investor’s Spouse”). This Agreement inures to the benefit of each of the Company’s future parents, subsidiaries, related entities, and their predecessors, successors, officers, directors, stockholders, agents, employees and assigns.
CONSULTING AGREEMENTConsulting Agreement • May 26th, 2004 • Salmedix Inc • Pharmaceutical preparations
ContractLoan and Security Agreement • April 23rd, 2004 • Salmedix Inc
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated the Effective Date between SILICON VALLEY BANK (“Bank”) and SALMEDIX, INC. (“Borrower”), provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
Void after the Tenth Anniversary hereof WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK of SALMEDIX, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWAREWarrant Agreement • April 23rd, 2004 • Salmedix Inc • Delaware
THIS CERTIFIES THAT, for value received, ALEXANDRIA EQUITIES, LLC a Delaware limited liability company, together with its successors and assigns (the “Investor”), is entitled to purchase, up to Thirty Seven Thousand Five Hundred (37,500) duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (the “Common Stock”) of SALMEDIX, INC., a Delaware corporation (the “Company”), at the per share purchase price described in Section 1.3 below, subject to the provisions and upon the terms and conditions hereinafter set forth.
to the LICENCE AGREEMENT of May 1, 2003License Agreement • May 26th, 2004 • Salmedix Inc • Pharmaceutical preparations
by and between FUJISAWA Deutschland GmbH, a corporation organized and existing pursuant to the laws of Germany and having its registered office at Berg-am-Laim-Strasse 129, 81673 München, Germany (hereinafter referred to as “F-DE”) and SALMEDIX, Inc., a corporation organized and existing pursuant to the laws of Delaware, having its principal office at 9380 Judicial Drive, San Diego, CA 92121, United States of America (hereinafter referred to as “SALMEDIX”).
SALMEDIX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 30, 2004Investors’ Rights Agreement • April 23rd, 2004 • Salmedix Inc • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 30th day of March, 2004, by and among Salmedix, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”). This Agreement amends and restated that certain Amended and Restated Investors’ Rights Agreement dated as of June 5, 2002, as amended through the date hereof (the “Prior Agreement”), by and among the Company and certain of the Investors.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2004 • Salmedix Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), effective as of April , 2004, is made between Salmedix, Inc., a Delaware corporation (the “Corporation”), and [ ] (the “Indemnitee”),
SUBLEASESublease • April 23rd, 2004 • Salmedix Inc
THIS LEASE (“Lease”) is made as of February 18, 2000, by and between UNIVERSITY CENTER LLC, a California limited liability company (“Landlord”), and IDUN PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • April 23rd, 2004 • Salmedix Inc • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO SUCH ACT.
CONSULTING AGREEMENTConsulting Agreement • April 23rd, 2004 • Salmedix Inc • California
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • April 23rd, 2004 • Salmedix Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
SALMEDIX LETTERHEAD]Employment Agreement • April 23rd, 2004 • Salmedix Inc
This letter will serve as the basis by which you will be employed by Salmedix, Inc. (the “Company”) as its Chief Executive Officer.
to the LICENCE AGREEMENT of May 1, 2003Licence Agreement • May 26th, 2004 • Salmedix Inc • Pharmaceutical preparations
by and between FUJISAWA Deutschland GmbH, a corporation organized and existing pursuant to the laws of Germany and having its registered office at Berg-am-Laim-Strasse 129, 81673 München, Germany (hereinafter referred to as “F-DE”) and SALMEDIX, Inc., a corporation organized and existing pursuant to the laws of Delaware, having its principal office at 9380 Judicial Drive, San Diego, CA 92121, United States of America (hereinafter referred to as “SALMEDIX”).
SALMEDIX, INC. FORM OF RESTRICTED STOCK ISSUANCE AGREEMENTRestricted Stock Issuance Agreement • April 23rd, 2004 • Salmedix Inc • California
This RESTRICTED STOCK ISSUANCE AGREEMENT (this “Agreement”) is made as of this day of 2000/2001, by and among Salmedix, Inc., a Delaware corporation (the “Corporation”), , an individual resident of the State of (“Individual”) and , the Individual’s spouse.
LEASE [University Center/Salmedix]Lease Agreement • September 15th, 2004 • Salmedix Inc • Pharmaceutical preparations
THIS LEASE (“Lease”) is dated for reference purposes only September 14, 2004, by and between UNIVERSITY CENTER EAST LLC, a California limited liability company (“Landlord”), and SALMEDIX, INC., a Delaware corporation (“Tenant”).
SECURITY AGREEMENTSecurity Agreement • April 23rd, 2004 • Salmedix Inc • California
THIS SECURITY AGREEMENT dated as of February 12, 2002 (“Security Agreement”), is made by SALMEDIX, INC., a Delaware corporation (“Grantor”), in favor of ALEXANDRIA FINANCE, LLC, a Delaware limited liability company (“Secured Party”).
SALMEDIX, INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT March 30, 2004Stockholders’ Agreement • April 23rd, 2004 • Salmedix Inc • California
This Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of the 30th day of March, 2004 by and among Salmedix, Inc., a Delaware corporation (the “Company”), the initial stockholders of the Company listed on Schedule A attached hereto (collectively, the “Founders” and individually, a “Founder”), certain holders of Series A Preferred Stock listed on Schedule A attached hereto (the “Series A Holders”), certain holders of Series B Preferred Stock listed on Schedule A attached hereto (the “Series B Holders”) and certain holders of Series C Preferred Stock as well as the holder (the “Holder”) of a warrant to purchase shares of Series C Preferred Stock (the “Warrant”) listed on Schedule A attached hereto (collectively, and including the Holder to the extent such Warrant has been exercised, the “Series C Holders”). The Series A Holders, the Series B Holders and the Series C Holders are collectively referred to herein as the “Stockholders” and individually as a “Stockhold
CONSULTING AGREEMENTConsulting Agreement • April 23rd, 2004 • Salmedix Inc
