Synta Pharmaceuticals Corp Sample Contracts

ARTICLE I DEFINITIONS
Asset Purchase Agreement • January 18th, 2005 • Synta Pharmaceuticals Corp • Massachusetts
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ARTICLE I DEFINITIONS
Asset Purchase Agreement • December 1st, 2006 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
22,000,000 Shares Synta Pharmaceuticals Corp. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 1st, 2015 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • New York

representative, heir, beneficiary or an immediate family member or (iv) as distributions to members, partners or stockholders of the undersigned; provided, however, that in any such case under clauses (i), (ii), (iii) or (iv) above, it shall be a condition to such transfer that:

MASTER LEASE AGREEMENT (QUASI) DATED AS OF NOVEMBER 10, 2004 ("AGREEMENT")
Master Lease Agreement • January 4th, 2007 • Synta Pharmaceuticals Corp • Pharmaceutical preparations
MADRIGAL PHARMACEUTICALS, INC. 1,200,000 Shares of Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • December 12th, 2019 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,200,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 180,000 additional shares (the “Optional Shares”) of common stock, $0.0001 par value, of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares” of the Company. In the event only one underwriter is listed in Schedule 1 hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule 1.

Underwriting Agreement
Underwriting Agreement • December 21st, 2017 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,506,025 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 225,904 additional shares (the “Optional Shares”) of common stock, $0.0001 par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

SECOND AMENDMENT TO THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 5th, 2007 • Synta Pharmaceuticals Corp • Pharmaceutical preparations
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS
Stock Exchange Agreement • December 1st, 2006 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
5,555,556 Shares of Common Stock par value $0.0001 SYNTA PHARMACEUTICALS CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • January 8th, 2010 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Agreement of Merger • December 1st, 2006 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
MADRIGAL PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • June 1st, 2021 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Madrigal Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

FIRST AMENDMENT TO THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Rights Agreement • November 22nd, 2006 • Synta Pharmaceuticals Corp • Pharmaceutical preparations
MADRIGAL PHARMACEUTICALS, INC. 1,248,098 Shares of Common Stock, par value $0.0001 per share Pre-Funded Warrants to Purchase 2,048,098 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • October 2nd, 2023 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations

Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) (i) an aggregate of 1,248,098 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), and (ii) warrants of the Company to purchase 2,048,098 shares of Common Stock at an exercise price equal to $0.0001 per share (the “Pre-Funded Warrants” and, together with the Firm Shares, the “Firm Securities”). As used herein, “Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. In addition, the Company has granted to the Underwriters an option to purchase up to 494,429 additional shares of Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called t

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2023 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made as of August 7, 2023 by and between Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.

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INDENTURE DATED AS OF , 20 BETWEEN MADRIGAL PHARMACEUTICALS, INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series
Indenture • June 1st, 2021 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS INDENTURE, dated as of , 20 , between MADRIGAL PHARMACEUTICALS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and , as trustee (herein called the “Trustee”).

COMMON STOCK PURCHASE AGREEMENT Dated as of October 4, 2010 by and between SYNTA PHARMACEUTICALS CORP. and AZIMUTH OPPORTUNITY LTD.
Common Stock Purchase Agreement • October 5th, 2010 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • New York

This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 4th day of October 2010 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Synta Pharmaceuticals Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.

RECITALS
Indemnification Agreement • December 1st, 2006 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • September 11th, 2023 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
INCENTIVE STOCK OPTION AGREEMENT SHARES OF COMMON STOCK, $.0001 PAR VALUE PER SHARE
Incentive Stock Option Agreement • March 31st, 2017 • Madrigal Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
RECITALS
Investor Rights Agreement • December 1st, 2006 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 5th, 2010 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • New York

THIS LOAN AND SECURITY AGREEMENT, dated as of September 30, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), SYNTA PHARMACEUTICALS CORP., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).

Common Stock
Underwriting Agreement • February 5th, 2007 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • New York
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
Severance and Change of Control Agreement • December 4th, 2014 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts

This Agreement (the “Agreement”) is entered into as of the 3rd day of December, 2014 by and between Synta Pharmaceuticals Corp., a Delaware corporation (the “Company”), and Chen Schor (the “Executive”).

VOTING AGREEMENT among: MADRIGAL PHARMACEUTICALS, INC., a Delaware corporation; SYNTA PHARMACEUTICALS CORP., a Delaware corporation; and the undersigned Stockholder
Voting Agreement • April 14th, 2016 • Synta Pharmaceuticals Corp • Pharmaceutical preparations • Delaware

THIS VOTING AGREEMENT (“Agreement”), dated as of April [·], 2016, is made by and among Synta Pharmaceuticals Corp., a Delaware corporation (“Synta”), Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.

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