OFFICE LEASE SIERRA POINT DEVELOPMENT GAINEY ONE TRUST, a Maryland real estate investment trust, as Landlord, and COTHERIX, INC., a Delaware corporation, as Tenant.Office Lease • March 11th, 2004 • Cotherix Inc • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between GAINEY ONE TRUST, a Maryland real estate investment trust (“Landlord”), and COTHERIX, INC., a Delaware corporation (“Tenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2004 • Cotherix Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of [DATE] by and between CoTherix, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
OFFICE LEASE by and between CLARENDON HILLS INVESTORS, LLC, a California limited liability company, as Landlord and COTHERIX, INC. a Delaware corporation as Tenant 2000 Sierra Point Parkway Brisbane, California 94005Office Lease • May 9th, 2006 • Cotherix Inc • Biological products, (no disgnostic substances) • California
This Acceptance form is executed with reference to that certain Lease dated as of , 2006 by and between CLARENDON HILLS INVESTORS, LLC, a California limited liability company (“Landlord”), and COTHERIX, INC., a Delaware corporation (“Tenant”). Terms defined in the Lease and the exhibits thereto shall have the same meaning when used herein.
COTHERIX, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • November 22nd, 2006 • Cotherix Inc • Biological products, (no disgnostic substances) • California
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between CoTherix, Inc., a Delaware corporation (the “Company”), and Donald J. Santel (the “Executive”).
4,500,000 Shares CoTherix, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 11th, 2004 • Cotherix Inc • California
This Executive Employment Agreement (“Agreement”) is entered into and employment (in the below capacities) shall commence pursuant to its terms as of October 8, 2003 (the “Employment Date”), by and between CoTherix, Inc. (formerly known as Exhale Therapeutics, Inc.) a Delaware corporation (the “Company”), and Donald Santel (the “Executive”), collectively herein the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among ACTELION US HOLDING COMPANY CURL ACQUISITION SUBSIDIARY, INC. a wholly owned subsidiary of Actelion US Holding Company and COTHERIX, INC. Dated as of November 19, 2006Agreement and Plan of Merger • November 22nd, 2006 • Cotherix Inc • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 19, 2006, by and among Actelion US Holding Company, a Delaware corporation (“Parent”), Curl Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and CoTherix, Inc., a Delaware corporation (the “Company”).
4,000,000 Shares COTHERIX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • New York
CoTherix, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). All of the Firm Shares are to be issued and sold by the Company. The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 600,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
DISTRIBUTION AND SERVICES AGREEMENTDistribution and Services Agreement • January 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • California
This Distribution and Services Agreement (“Agreement”) is entered into as of this 19th day of January, 2005 (the “Effective Date”) by and between CoTherix, Inc. with principal offices located at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080 (“CTI”), and Accredo Health Group, Inc., with principal offices located at 1640 Century Center Parkway, Memphis, TN 38134 (“AHG”).
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • April 19th, 2004 • Cotherix Inc • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT is made the 2nd day of October 2003 by and between Exhale Therapeutics, Inc., a U.S. corporation having its principal place of business at 1301 Shoreway Road, Suite 320, Belmont, California 94002, U.S.A. (hereinafter referred to as “Exhale”) and Schering Aktiengesellschaft, a corporation organized and existing under the laws of Germany having its principal place of business at Muellerstraße 178, 13353 Berlin, Germany (hereinafter referred to as “Schering”). Schering and Exhale are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO AAD DEVICE SUPPLY AGREEMENT December 2, 2005 (effective October 1, 2005)Aad Device Supply Agreement • March 14th, 2006 • Cotherix Inc • Biological products, (no disgnostic substances) • Delaware
This Amendment No. 1 to AAD Device Supply Agreement (“Amendment”) is made this second day of December, 2005, effective as of October 1, 2005, by and between Respironics Respiratory Drug Delivery (UK) Ltd., formerly known as Profile Drug Delivery Ltd., with its principal place of business at Heath Place, Bognor Regis, West Sussex, PO22 9SL, United Kingdom (“Respironics RDD UK”), and CoTherix, Inc. with its principal place of business at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080 (“CoTherix”).
COTHERIX, INC. Second Amended and Restated Investor Rights AgreementInvestor Rights Agreement • March 11th, 2004 • Cotherix Inc • California
This Second Amended and Restated Investor Rights Agreement (this “Agreement”), dated as of October 8, 2003, is entered into by and among (i) CoTherix, Inc., a Delaware corporation (the “Company”), (ii) the holders of Preferred Stock of the Company listed on Schedule A attached hereto and (iii) the holders of Common Stock of the Company listed on Schedule B attached hereto.
December 5, 2003 [GRAPHIC]Cotherix Inc • May 19th, 2004 • Biological products, (no disgnostic substances)
DISTRIBUTION AGREEMENTDistribution Agreement • September 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances)
THIS DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into as of the 17th day of February, 2005 (the “Effective Date”) by and between Priority Healthcare Corporation, an Indiana corporation with its principal offices located at 250 Technology Park, Lake Mary, FL 32746 (“Distributor”), and CoTherix, Inc. a Delaware corporation with its principal offices located at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080 (“CTI”) (each a “Party” and collectively the “Parties”).
COTHERIX LETTERHEAD]Cotherix Inc • March 14th, 2006 • Biological products, (no disgnostic substances)
DISTRIBUTION AGREEMENT March 10, 2005Distribution Agreement • May 16th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • Tennessee
This Distribution Agreement (“Agreement”) is entered into as of the date first set forth above (the “Effective Date”), between CoTherix, Inc., a Delaware corporation, having its principal place of business at 5000 Shoreline Court, Suite 101 South San Francisco, CA 94080 (“Client”), and Cardinal Health PTS, LLC, a Delaware limited liability company, by and through its Specialty Pharmaceutical Services group with offices at 15 Ingram Boulevard, Suite 100, LaVergne, TN 37086 (“Cardinal Health”).
LICENSE AGREEMENTLicense Agreement • August 9th, 2006 • Cotherix Inc • Biological products, (no disgnostic substances)
THIS LICENSE AGREEMENT, dated June 23, 2006 (the “Effective Date”), is entered into by and between ASAHI KASEI PHARMA CORPORATION, a corporation organized and existing under the laws of Japan having its principal place of business at 9-1 Kanda Mitoshirocho, Chiyoda-ku, Tokyo 101-8481, Japan (hereinafter referred to as “Asahi”), and CoTherix, Inc., a corporation organized and existing under the laws of Delaware having its principal place of business at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080, U.S.A. (hereinafter referred to as “CoTherix”). Asahi and CoTherix are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
COTHERIX, INC. South San Francisco, CA 94080 June 29, 2004Indemnification Agreement • September 2nd, 2004 • Cotherix Inc • Biological products, (no disgnostic substances) • California
AAD DEVICE SUPPLY AGREEMENTAad Device Supply Agreement • January 12th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • Delaware
This AAD Device Supply Agreement (“Agreement”) is made this day of December, 2004 by and between Profile Drug Delivery Ltd. with its principal place of business at Heath Place, Bognor Regis, West Sussex, PO22 9SL, United Kingdom, on the one hand (“Profile”) and CoTherix, Inc. with its principal place of business at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080 (“CoTherix”), on the other hand.
February 20, 2004 Michael Cleare Science & Technology Ventures Columbia University Engineering Terrace, Suite 363Cotherix Inc • March 11th, 2004
March 5, 2004 George Mahaffey Dear George:Cotherix Inc • September 27th, 2005 • Biological products, (no disgnostic substances)
EXHALE THERAPEUTICS, INC. Exclusive License AgreementExclusive License Agreement • March 11th, 2004 • Cotherix Inc • New York
AGREEMENT, dated as of March 14, 2000 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and EXHALE THERAPEUTICS, INC., a Delaware corporation (the “Company”).
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • June 8th, 2004 • Cotherix Inc • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT is made the 2nd day of October 2003 by and between Exhale Therapeutics, Inc., a U.S. corporation having its principal place of business at 1301 Shoreway Road, Suite 320, Belmont, California 94002, U.S.A. (hereinafter referred to as “Exhale”) and Schering Aktiengesellschaft, a corporation organized and existing under the laws of Germany having its principal place of business at Muellerstraße 178, 13353 Berlin, Germany (hereinafter referred to as “Schering”). Schering and Exhale are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CoTherix, Inc. Schering AG Mr. Donald Santel CEOCotherix Inc • May 9th, 2006 • Biological products, (no disgnostic substances)
We refer to the Development and License Agreement by and between CoTherix, Inc., Belmont, California (hereinafter „CoTherix” - formerly called, Exhale Therapeutics, Inc.’) and Schering dated October 2, 2003 as amended by amendment agreements of November 4/ 22, 2004 and December 14/ 29, 2004 (hereinafter the „License Agreement”), and the Manufacturing and Supply Agreement by and between CoTherix and Schering dated May 12/17, 2004 as amended by amendment agreement of November 4/ 22, 2004 (hereinafter the „MSA”).
CoTherix, Inc. Mr. Donald Santel CEO 5000 Shoreline Court Suite 101 South San Francisco, California 94080 U.S.A. Schering AGCotherix Inc • December 30th, 2004 • Biological products, (no disgnostic substances)
COTHERIX, INC. South San Francisco, CA 94080 August 30, 2004Cotherix Inc • September 2nd, 2004 • Biological products, (no disgnostic substances)
CoTherix, Inc. (the “Company”) is pleased to offer you an amendment (the “Amendment”) to your employment terms, as set forth in the Executive Employment Agreement between you and the Company, dated October 8, 2003 (the “Employment Agreement”). The employment terms set forth in this Amendment are effective as of August 30, 2004 (the “Amendment Date”). Unless this Amendment specifically states that it supersedes a term in the Employment Agreement, the terms of the Employment Agreement shall remain binding and in full force and effect.
ON COTHERIX, INC. LETTERHEAD]Cotherix Inc • May 9th, 2006 • Biological products, (no disgnostic substances)
Schering AG CoTherix, Inc. Mr. Donald Santel CEO 5000 Shoreline Court Suite 101 South San Francisco, California 94080 U.S.A.Cotherix Inc • January 12th, 2005 • Biological products, (no disgnostic substances)
We refer to the Development and License Agreement by and between CoTherix, Inc., South San Francisco, California (hereinafter “CoTherix” - formerly called ‘Exhale Therapeutics, Inc.’) and Schering dated October 2, 2003 as amended by Amendment # 1 dated November 4/22, 2004 (hereinafter the “Agreement”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • September 2nd, 2004 • Cotherix Inc • Biological products, (no disgnostic substances) • New York
THIS MANUFACTURING AND SUPPLY AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into between Schering Aktiengesellschaft, a German corporation having its principal place of business at Muellerstraße 178, 13353 Berlin, Germany (hereinafter referred to as “Schering”), and CoTherix, Inc. (formerly called Exhale Therapeutics, Inc.), a U.S. corporation having its principal place of business at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080, U.S.A. (hereinafter referred to as “CoTherix”). Schering and CoTherix are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
STANDARD LEASE AGREEMENT by and between F & S PROPERTIES, LLC (“Lessor”) and COTHERIX, INC. (“Lessee”)Standard Lease • March 11th, 2004 • Cotherix Inc • California
This STANDARD LEASE (“Lease”) is entered into as of December 17, 2003, by and between F & S PROPERTIES, LLC, California Limited Liability Company (“Lessor”), and COTHERIX, INC., a Delaware corporation. (“Lessee”).
FIRST AMENDMENT TO DISTRIBUTION AGREEMENT August 2, 2005Distribution Agreement • September 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO DISTRIBUTION AGREEMENT (“Amendment”) is made and entered into as of the date first written above (the “Effective Date”) by and between Priority Healthcare Corporation, an Indiana corporation with its principal offices located at 250 Technology Park, Lake Mary, FL 32746 (“Distributor”), and CoTherix, Inc. a Delaware corporation with its principal offices located at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080 (“CTI”) (each a “Party” and collectively the “Parties”).
Schering AG CoTherix, Inc. Mr. Donald Santel CEO 5000 Shoreline Court Suite 101 South San Francisco, California 94080 U.S.A.Cotherix Inc • January 12th, 2005 • Biological products, (no disgnostic substances)
We refer to the Development and License Agreement by and between CoTherix, Inc., Belmont, California (hereinafter “CoTherix” - formerly called ‘Exhale Therapeutics, Inc.’) and Schering dated October 2, 2003 (hereinafter the “License Agreement”), and the Manufacturing and Supply Agreement by and between CoTherix and Schering dated May 12/17, 2004 (hereinafter the “MSA”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between CoTherix, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), who has agreed to serve as the [insert title or titles] of the Company (the “Position(s)”).
Via Federal Express January 21, 2005 Mr. Robert Michitarian, Esq. Dear Bob:Cotherix Inc • September 27th, 2005 • Biological products, (no disgnostic substances)
Exhibit (a)(2)Cotherix Inc • December 8th, 2006 • Biological products, (no disgnostic substances)
We are pleased to inform you that on November 19, 2006, CoTherix, Inc. (“CoTherix”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Actelion US Holding Company (“Actelion US”) and Curl Acquisition Subsidiary, Inc. (the “Purchaser”), a wholly owned subsidiary of Actelion US. As provided in the Merger Agreement, the Purchaser today commenced a tender offer (the “Offer”) to purchase all outstanding shares of CoTherix’s common stock (the “Shares”) at a price of $13.50 per share, in cash, without interest thereon (the “Offer Price”). The Offer is subject to the terms and conditions in the Purchaser’s Offer to Purchase and the related Letter of Transmittal that are included in the Purchaser’s offering materials. As provided in the Merger Agreement and subject to the satisfaction or waiver of certain conditions, the Offer will be followed by a merger (the “Merger”) of the Purchaser with and into CoTherix, and all Shares not purchased in the Offer (other than Shares
