OPTIMER PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • November 3rd, 2011 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between OPTIMER 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”).
OPTIMER PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • November 3rd, 2011 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between OPTIMER 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”).
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of February 26, 2013 between OPTIMER PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentStockholder Protection Rights Agreement • February 27th, 2013 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 26, 2013, between Optimer Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
OFFICE LEASEOffice Lease • August 21st, 2008 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between TRIZEC SORRENTO TOWERS, LLC, a Delaware limited liability company (“Landlord”), and OPTIMER PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit B-1 (Approved Space Plan); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); and Exhibit F (Additional Provisions).
6,000,000 Shares OPTIMER PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2011 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • New York
Optimer Pharmaceuticals, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 6,000,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 6,000,000 authorized but unissued shares of Common Stock to be issued and sold by the Company.
OPTIMER PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2006 • Optimer Pharmaceuticals Inc • Delaware
This Indemnification Agreement ("Agreement") is made as of this day of , 2002, by and between Optimer Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
OPTIMER PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFForm of Preferred Stock Warrant Agreement • November 3rd, 2011 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between OPTIMER 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”).
LEASE AGREEMENTLease Agreement • March 8th, 2012 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 15th day of December, 2011, between ARE-SD REGION NO. 33, LLC, a Delaware limited liability company (“Landlord”), and OPTIMER PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and OPTIMER PHARMACEUTICALS, Inc. a Delaware corporationLicense Agreement • November 9th, 2006 • Optimer Pharmaceuticals Inc • California
This License Agreement is entered into and made effective as of this 1st day of June 2004, (the "Effective Date") by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation ("Scripps") located at 10550 North Torrey Pines Road, La Jolla, California 92037, and OPTIMER PHARMACEUTICALS, INC., a Delaware corporation ("Licensee") located at 10130 Sorrento Valley Road, Suite D, San Diego, California 92121 with respect to the facts set forth below.
COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENTStockholders Agreement • November 3rd, 2009 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into as of March 31, 2006 (the “Effective Date”) by and between OPTIMER PHARMACEUTICALS INC., a Delaware corporation with its offices located at 10110 Sorrento Valley Road, Suite C, San Diego, California 92121 (“Optimer”), and CEMPRA PHARMACEUTICALS, INC., a Delaware corporation with its offices located at 170 Southport Drive, Suite 500, Morrisville, NC 27560. Optimer and Cempra may be referred to herein individually as a “Party” or collectively, as the “Parties.”
COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • December 15th, 2006 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is entered into as of March 31, 2006 (the "Effective Date") by and between OPTIMER PHARMACEUTICALS INC., a Delaware corporation with its offices located at 10110 Sorrento Valley Road, Suite C, San Diego, California 92121 ("Optimer"), and CEMPRA PHARMACEUTICALS, INC., a Delaware corporation with its offices located at 170 Southport Drive, Suite 500, Morrisville, NC 27560. Optimer and Cempra may be referred to herein individually as a "Party" or collectively, as the "Parties."
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT by and between OPTIMER PHARMACEUTICALS, INC. and CUBIST PHARMACEUTICALS, INC.Convertible Preferred Stock Purchase Agreement • September 16th, 2013 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, dated as of September 16, 2013 (this “Agreement”), is by and between OPTIMER PHARMACEUTICALS, INC., a Delaware corporation (“Optimer”), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Purchaser”).
NM441 LICENSE AGREEMENT BETWEEN NIPPON SHINYAKU CO., LTD. AND OPTIMER PHARMACEUTICALS, INC.License Agreement • January 22nd, 2007 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations
NIPPON SHINYAKU CO., LTD., a company organized and existing under the laws of Japan, having its principal office and place of business at 14, Nishinosho-monguchi-cho, Kisshoin, Minami-ku, Kyoto 601-8550, Japan (hereinafter referred to as "SHINYAKU")
FIRST AMENDMENT TO LEASEAttornment and Non-Disturbance Agreement • January 22nd, 2007 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • California
This First Amendment to Lease ("Amendment") is entered into as of July 12, 2001, by and between Optimer Pharmaceuticals, Inc., a Delaware corporation ("Tenant"), and Pacific Sorrento Technology Park ("Landlord"), who agree as follows:
COMPENSATION AGREEMENTCompensation Agreement • April 23rd, 2012 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • California
This COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of April 20, 2012 (the “Effective Date”), by and between AFOS, LLC, a Delaware limited liability company (“AFOS”), and Optimer Pharmaceuticals, Inc., a Delaware corporation (“Optimer”) (each individually may be hereinafter referred to as a “Party” and collectively referred to as the “Parties”).
March 4, 2013 Pedro Lichtinger La Jolla, CA 92037 Re: Separation from Optimer Pharmaceuticals, Inc. Dear Mr. Lichtinger:Optimer Pharmaceuticals Inc • May 10th, 2013 • Pharmaceutical preparations
This letter sets forth the terms and conditions of the separation agreement (the “Agreement”) that OPTIMER PHARMACEUTICALS, INC. (the “Company”) is offering to aid in your employment transition. This Agreement shall be effective as of the Effective Date as defined in Section 14(d) herein. As part of this Agreement, and pursuant to and subject to the terms of the Company’s Amended and Restated Severance Benefit Plan (the “Severance Plan”), and the letter agreement between you and the Company dated as of May 5, 2010 (the “Employment Agreement”), the Company will provide you certain separation benefits outlined below. All initially capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Severance Plan.
OPTIMER PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 21st, 2008 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 18th day of July, 2008, by and among Optimer Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors, severally and not jointly, listed on the signature pages hereto (the “Investors”).
PROSPECTIVE BUY-BACK AGREEMENTBuy-Back Agreement • January 22nd, 2007 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Prospective Buy-Back Agreement (this "Agreement") is hereby entered into as of January 19, 2007 (the "Effective Date") by and between Optimer Pharmaceuticals, Inc. ("Optimer"), a Delaware corporation with offices located at 10110 Sorrento Valley Rd., Suite C, San Diego, CA 92121 and Par Pharmaceutical, Inc. ("Par"), a Delaware corporation with offices located at 300 Tice Boulevard, Woodcliff Lake, NJ 07677.
Dear Pedro Collaboration and License Agreement between Optimer Pharmaceuticals Inc and Astellas Pharma Europe Limited dated 2 February 2011 (the “Collaboration Agreement”) Amendment No 1Optimer Pharmaceuticals Inc • November 2nd, 2012 • Pharmaceutical preparations
In accordance with Section 14.7 of the Collaboration Agreement we have agreed to amend the Collaboration Agreement as follows:
March 1, 2013 Kurt HartmanOptimer Pharmaceuticals Inc • March 18th, 2013 • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 29th, 2007 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2007, by and among Optimer Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
OPTIMER PHARMACEUTICALS, INC. WARRANT TO PURCHASE SERIES D PREFERRED STOCKOptimer Pharmaceuticals Inc • November 9th, 2006 • California
This Warrant to Purchase Series D Preferred Stock (the "Warrant") is issued to (the "Holder") by Optimer Pharmaceuticals, Inc. a Delaware corporation (the "Company") in exchange for the payment in cash by Holder of $ to the Company.
OPTIMER PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 25th, 2008 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 24th day of July, 2008, by and among Optimer Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page hereto (the “Investor”).
April 6, 2012 John Prunty c/o Optimer Pharmaceuticals, Inc. San Diego, CA 92121 Re: Separation from Optimer Pharmaceuticals, Inc. Dear John:Optimer Pharmaceuticals Inc • August 3rd, 2012 • Pharmaceutical preparations
This letter sets forth the terms and conditions of our agreement (the “Agreement”) regarding the termination of your employment with OPTIMER PHARMACEUTICALS, INC. (the “Company”). This Agreement shall be effective as of the Effective Date as defined in Section 12(d) herein. As part of this Agreement, and pursuant to and subject to the terms of the Company’s Amended and Restated Severance Benefit Plan (the “Severance Plan”), the Company will provide you the Regular Covered Termination Severance Benefits outlined below (the “Severance Benefits”). All initially capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Severance Plan.
SUPPLEMENTAL AGREEMENT REGARDING INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENTSupplemental Agreement Regarding Intellectual Property Assignment and License Agreement • March 18th, 2013 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations
This Supplemental Agreement Regarding Intellectual Property Assignment and License Agreement (the “Supplement”) is made and effective as of October 19, 2012 (the “Effective Date”) by and between Optimer Pharmaceuticals, Inc., a Delaware corporation (“Optimer”), and Optimer Biotechnology, Inc., a Taiwan corporation (“OBI”) to supplement, restate and/or amend, as applicable, that certain Intellectual Property Assignment and License Agreement dated October 30, 2009 between Optimer and OBI (the “Intellectual Property Agreement”). Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have their respective meanings set forth in the Intellectual Property Agreement.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 10th, 2012 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is entered into on March 29, 2012 (the “Effective Date”) between OPTIMER PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware (“Optimer”), having a principal place of business at 10110 Sorrento Valley Rd., Suite C, San Diego, California 92121, and Astellas Pharma Inc., a company organized under the laws of Japan (“Partner”), having a principal place of business at 2-3-11 Nihonbashi-Honcho, Chuo-ku, Tokyo, 103-8411, Japan.
AMENDMENT # 4 TO API MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • August 7th, 2013 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment # 4 to API Manufacturing and Supply Agreement (this “Amendment # 4”), is entered into as of April 29, 2013 by and between Optimer Pharmaceuticals, Inc. (“Optimer”) and Biocon Limited (“Biocon”).
December 20, 2011 Tessie Che San Diego, CA 92101 Dear Tessie:Optimer Pharmaceuticals Inc • March 8th, 2012 • Pharmaceutical preparations • California
This letter sets forth the terms and conditions of the separation agreement (the “Agreement”) that Optimer Pharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
THIRD AMENDMENT TO LEASEAgreement • November 3rd, 2011 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER among OPTIMER PHARMACEUTICALS, INC., CUBIST PHARMACEUTICALS, INC. and PDRS CORPORATION Dated as of July 30, 2013Agreement and Plan of Merger • August 1st, 2013 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 30, 2013, is by and among Optimer Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and PDRS Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
SECOND AMENDMENT TO LEASEAgreement • November 3rd, 2011 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations
May 5, 2010 To: Michael Chang Dear Michael:Optimer Pharmaceuticals Inc • May 6th, 2010 • Pharmaceutical preparations • California
This letter sets forth the terms and conditions of the separation and consulting agreement (the “Agreement”) that Optimer Pharmaceuticals, Inc. (the “Company”) is offering to you to aid in your employment transition.
SUPPLY AGREEMENTSupply Agreement • May 6th, 2011 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SUPPLY AGREEMENT (the “Agreement”) is entered into as of the 2nd day of February, 2011 (the “Effective Date”) between OPTIMER PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware (“Optimer”), having a principal place of business at 10110 Sorrento Valley Rd., Suite C, San Diego, California 92121, and ASTELLAS PHARMA EUROPE LTD, a company organized under the laws of England (“Partner”), having a principal place of business at Lovett House, Lovett Road, Staines, Middlesex, TW18 3AZ, United Kingdom.
December 11, 2012 Mr. Gregory Papaz Ringwood, NJ 07456 Re: Separation Agreement from Optimer Pharmaceuticals, Inc. Dear Greg:Optimer Pharmaceuticals Inc • March 18th, 2013 • Pharmaceutical preparations
This letter sets forth the terms and conditions of the separation agreement (the “Agreement”) that OPTIMER PHARMACEUTICALS, INC. (the “Company”) is offering to aid in your employment transition. This Agreement shall be effective as of the Effective Date of this Agreement as defined in Section 12(d) herein. As part of this Agreement, and pursuant to and subject to the terms of the Company’s Amended and Restated Severance Benefit Plan (the “Severance Plan”), the Company is offering you certain severance benefits outlined below. All initially capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Severance Plan.
FIRST AMENDMENT TO LEASEAgreement • August 4th, 2011 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations
