— Shares Rib-X Pharmaceuticals, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 2nd, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of — shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to — additional shares of the Company’s Common Stock (the “Option Shares”) to cover over-allotments in the sale of the Firm Shares as set forth below.
EMPLOYEE NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENTEmployee Noncompetition, Nondisclosure and Developments Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut
This Employee Noncompetition, Nondisclosure and Developments Agreement (the “Agreement”) is entered into by and between the undersigned employee and Rib-X Pharmaceuticals, Inc., its parents, affiliates and subsidiaries (the “Company”).
ContractWarrant Agreement • March 2nd, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
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 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 , by and between Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and (“Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 17, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and RIB-X PHARMACEUTICALS, INC., a Delaware corporation with offices located at 300 George Street, Suite 301, New Haven, CT 06511 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
December 1, 2011Severance Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut
You are a key member of the senior management team of Rib-X Pharmaceuticals, Inc. (the “Company”). As a result, the Company is providing you with the following benefits in consideration of your continued employment with the Company.
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • New York
This Warrant to Purchase Common Stock (the “Warrant”) certifies that, for good and valuable consideration, (along with [his/her/its] permitted assignees, the “Holder”) is entitled to, and RIB-X PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), hereby grants the Holder the right to, purchase, (i) as of the date of issuance set forth above (the “Warrant Date”), ( ) fully paid and nonassessable shares of Common Stock, par value $0.001 (“Common Stock”), of the Company (as adjusted pursuant to Section 3 hereof or Section 10 hereof) (the “Warrant Shares”) at a price per share equal to $0.07 (as adjusted pursuant to Section 3 or Section 10 hereof) (the “Exercise Price”). This Warrant is issued in connection with and in consideration for the Holder entering into the Senior Subordinated Convertible Demand Promissory Note Agreement (the “Note Purchase Agreement”) dated as of May 28, 2010, by and among the Company, the Holder, and the other investors party thereto. Capitalized terms
Rib-X Pharmaceuticals, Inc. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
This option satisfies in full all commitments that the Company has to the Employee with respect to the issuance of stock, stock options or other equity securities.
ContractSenior Note Agreement • January 27th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SENIOR NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS SENIOR NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS SENIOR NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
YALE EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut
THIS AGREEMENT by and between YALE UNIVERSITY, a corporation organized and existing under, and by virtue of, a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), and Rib-X Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, with principal offices located in Guilford, CT (“LICENSEE”) shall be effective upon the date of final execution below (“EFFECTIVE DATE”).
THIS NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION...Convertible Note • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MAY 28, 2010 AMONG THE ADMINISTRATIVE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN (INCLUDING THE HOLDER), AND ACKNOWLEDGED BY THE COMPANY WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY’S OBLIGATIONS TO THE PURCHASER TO THE COMPANY’S OBLIGATIONS TO THE SENIOR LENDERS AS FURTHER DESCRIBED THEREIN.
COLLABORATION AND LICENSE AGREEMENT by and between Rib-X Pharmaceuticals, Inc. and Sanofi Effective as of June 28, 2011Collaboration and License Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
For the sake of clarity, if a milestone related to a Clinical Trial or Regulatory Approval is reached with respect to a Licensed Product, then, upon such event (if not earlier), any earlier stage Clinical Trial milestones will also be deemed to have been reached with respect to such Licensed Product for purposes of this Section, whether or not such earlier milestone has actually occurred. For example, if Regulatory Approval for a Licensed Product is approved based on a Phase 2b Clinical Trial without a Phase 3 Clinical Trial, then upon Regulatory Approval, both the Regulatory Approval milestone and the initiation of a Phase 3 Clinical Trial milestone will be paid. Notwithstanding the foregoing, if any of the above milestones have been met with respect to a Licensed Product as to which Development is subsequently terminated in favor of [***] to such Licensed Compound, then Sanofi will not have any payment obligation with respect to achievement of those same completed milestones with res
RIB-X PHARMACEUTICALS, INC. SENIOR CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT JANUARY 10, 2011Senior Convertible Demand Promissory Note Purchase Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • New York
THIS SENIOR CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 10, 2011, is entered into by and among Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and those persons or entities listed on Schedule 1.01 to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
RIB-X PHARMACEUTICALS, INC. EMPLOYEE NON-DISCLOSURE AND DEVELOPMENTS AGREEMENTEmployee Non-Disclosure and Developments Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
As a condition of my employment with Rib-X Pharmaceuticals, Inc. its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:
LICENSE AGREEMENTLicense Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement (this “Agreement”) is made this twelfth day of May, 2006, by and between Wakunaga Pharmaceutical Co., Ltd. (hereinafter referred to as “WAKUNAGA”), a corporation duly organized and existing under the laws of Japan and having its principal office at 5-36, Miyahara 4-chome, Yodogawa-Ku, Osaka, Japan and Rib-X Pharmaceuticals, Inc. (hereinafter referred to as “RIB-X”), a corporation duly organized and existing under the laws of Delaware, U.S.A. and having its principal office at 300 George Street, Suite 301, New Haven, Conn., 06511 U.S.A.
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WHEREAS, CyDex is engaged in the business of developing and commercializing novel drug delivery technologies designed to enhance the solubility and effectiveness of existing and development-stage drugs;
Rib-X Pharmaceuticals, Inc. EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT (FULLY EXERCISABLE)Employee Non-Qualified Stock Option Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Connecticut
This option satisfies in full all commitments that the Company has to the Employee with respect to the issuance of stock, stock options or other equity securities.
LICENCE AGREEMENTLicense Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
PATENT PROSECUTION CONTROL AGREEMENTPatent Prosecution Control Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
Cemcomco Madison, CT 06443 USALicense Agreement • December 22nd, 2011 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement is entered into by and between Rib-X Pharmaceuticals, Inc. at 25 Science Park, New Haven, CT 06511 (“Rib-X”) and both Cemcomco, a sole proprietorship, and William L. Jorgensen, Ph.D., an individual, (collectively “Cemcomco”). Dr. Jorgensen is a founder of Rib-X, and this license is a condition of Rib-X receiving financing from institutional investors.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
This THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 8th day of June, 2006, by and among Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons and entities named in Schedule 1 hereto, as amended from time to time (the “Purchasers”).
FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the “Agreement”) is made as of the 10th day of January 2011, by and among Rib-X Pharmaceuticals, Inc. (the “Company”), the parties listed on Schedule 1 hereto (the “Founders”), the parties listed on Schedule 2 hereto (the “Other Stockholders” and together with the Founders, the “Common Stockholders”), the parties listed on Schedule 3 hereto as Series A-L Stockholders (the “Series A-L Holders”), the parties listed on Schedule 3 hereto as Series A-1 Stockholders (the “Series A-1 Holders”), the parties listed on Schedule 3 hereto as Series B Stockholders (the “Series B Holders”), the parties listed on Schedule 3 hereto as Series C Stockholders (the “Series C Holders”), the parties listed on Schedule 4 hereto as Tier I Noteholders (the “Tier I Noteholders”), the parties listed on Schedule 4 hereto as Tier II Noteholders (the “Tier II Noteholders”), the parties listed on Schedule 4 hereto as Senior Noteholders (the “Senior Notehold
ContractConvertible Note Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
March 28, 2012Severance Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Connecticut
You will be a key member of the senior management team of Rib-X Pharmaceuticals, Inc. (the “Company”) and as a result, the Company will provide you with the following benefits upon your initial employment with the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (hereinafter “this Agreement”) is made this 19th day of March 2010 between Rib-X Pharmaceuticals, Inc., a Delaware corporation, (hereinafter “the Company”) and Mark Leuchtenberger an individual who resides at 20 Old Farm Road, Newton, Massachusetts 02459 (hereinafter the “Executive”).
ContractWarrant Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • New York
THIS WARRANT HAS BEEN, AND THE SHARES OF PREFERRED STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
RIB-X PHARMACEUTICALS, INC. SENIOR SUBORDINATED CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT MAY 28, 2010Senior Subordinated Convertible Demand Promissory Note Purchase Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • New York
THIS SENIOR SUBORDINATED CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 28, 2010, is entered into by and among Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and those persons or entities listed on Schedule 1.01 to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
Rib-X Pharmaceuticals, Inc. CONSULTING NON-QUALIFIED STOCK OPTION AGREEMENTConsulting Non-Qualified Stock Option Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Connecticut
Rib-X Pharmaceuticals, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2001 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
SUBORDINATION AGREEMENTSubordination Agreement • March 2nd, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Subordination Agreement (the “Agreement”) is made as of February 17, 2012, by and among each of the parties listed as a creditor on a signature page hereto (each, a “Creditor”), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • April 13th, 2012 • Rib-X Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), effective as of the 19th day of March 2010 (the “Grant Date”), is between Rib-X Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mark Leuchtenberger (“Participant”).
ContractSubordination Agreement • November 25th, 2011 • Rib X Pharmaceuticals Inc • Delaware
THIS NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
