PHARMASSET, INC. (a Delaware corporation) 1,600,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2010 • Pharmasset Inc • Pharmaceutical preparations • New York
Pharmasset, Inc., a Delaware corporation (the “Company”), confirms its agreement with Leerink Swann LLC (“Leerink Swann”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann is acting as representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in said Schedule A, and (ii) the grant by the Company to the Underwriters, severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 230,400 additional shares of Common Stock. The aforesaid 1,600,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters a
Pharmasset, Inc. Common Stock UNDERWRITING AGREEMENT dated April 25, 2007 Banc of America Securities LLC UBS Securities LLCUnderwriting Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • New York
Agreement, as to which no opinion need be rendered) will not (a) result in a violation of the Company’s certificate of incorporation or by-laws; (b) result in a violation of Generally Applicable Law, or any order, writ, judgment, injunction, decree, determination or award listed in Schedule A to such opinion, or (c) result in a breach of, a default under or the acceleration of (or entitle any party to accelerate) the maturity of any obligation of the Company under, or result in require the creation of any lien upon or security interest in any property of the Company pursuant to the terms of, any agreement or document listed in Schedule A to such opinion.
VENTURE LOAN AND SECURITY AGREEMENT Dated as of September 30, 2007 by and between HORIZON TECHNOLOGY FUNDING COMPANY V LLC, a Delaware limited liability company Farmington, CT 06032 as Lender and PHARMASSET, INC., a Delaware corporation 303A College...Venture Loan and Security Agreement • December 11th, 2008 • Pharmasset Inc • Pharmaceutical preparations • Connecticut
COLLABORATION AGREEMENTCollaboration Agreement • November 23rd, 2010 • Pharmasset Inc • Pharmaceutical preparations • Delaware
This COLLABORATION AGREEMENT (the “Agreement”), having a date of October 29, 2004 (the “Effective Date”), is made by and between, on the one hand, F. HOFFMANN-LA ROCHE LTD, a Swiss corporation, having its principal place of business at Grenzacherstrasse 124, CH-4070, Basel, Switzerland and HOFFMANN-LA ROCHE INC., a New Jersey corporation, having its principal place of business at 340 Kingsland Street, Nutley, New Jersey 07110 (collectively “Roche”) and, on the other hand, PHARMASSET, INC., a Delaware corporation, having its principal place of business at 1860 Montreal Road, Tucker, Georgia 30084 (“Pharmasset”).
LICENSE AGREEMENT by and between PHARMASSET, INC. and RFS PHARMA LLC Dated as of February 10, 2006License Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • Georgia
This LICENSE AGREEMENT (this “Agreement”), dated as of February 4, 2006 (the “Effective Date”), is made by and between Pharmasset, Inc., a Delaware corporation having its principal place of business at 303-A College Road East, Princeton, New Jersey 08540 (“Pharmasset”), and RFS Pharma LLC, a Georgia limited liability company having its principal place of business at 2881 Peachtree Road N.E., Atlanta, Georgia 30305 (“RFSP”). Pharmasset and RFSP are each referred to individually as a “Party” and together as the “Parties.”
EXCLUSIVE PATENT AND KNOW HOW LICENSE AGREEMENT BY AND BETWEEN PHARMASSET, LTD (LICENSOR) AND PRIMAGEN HOLDING B.V. (LICENSEE)Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission.
FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT AND WARRANTVenture Loan and Security Agreement and Warrant • December 18th, 2008 • Pharmasset Inc • Pharmaceutical preparations • Connecticut
This FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of December 12, 2008, is entered into by and between PHARMASSET, INC., a Delaware corporation (“Borrower”), and HORIZON TECHNOLOGY FUNDING COMPANY V LLC (“Lender”), a Delaware limited liability company.
PHARMASSET, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • January 17th, 2007 • Pharmasset Inc • Pharmaceutical preparations • New Jersey
This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of the day of , 200 (the “Effective Date”), by and between (the “Employee”) and Pharmasset, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
NON-EXCLUSIVE SUBLICENSE AGREEMENT Between Apath, L.L.C. And Pharmasset, Inc. For HCV REPLICON And RELATED INTELLECTUAL PROPERTYNon-Exclusive Sublicense Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • New York
THIS NON-EXCLUSIVE SUBLICENSE AGREEMENT (“Agreement”) is made and entered into August 26, 2005 (the “Effective Date”) by and between Apath, L.L.C., a limited liability company of the State of Missouri, with a business address at 893 N. Warson Road, St. Louis, Missouri 63141 (“Apath”); and Pharmasset, Inc., a Delaware company, with a business address at 303A College Road East, Princeton, New Jersey 08540 (“Pharmasset”). Apath and Pharmasset are hereinafter referred to individually as a “Party” or collectively as “Parties.”
4,678,000 Shares PHARMASSET, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) PLACEMENT AGENCY AGREEMENTAgency Agreement • January 30th, 2009 • Pharmasset Inc • Pharmaceutical preparations • New York
This Agreement confirms our understanding that Pharmasset, Inc., a Delaware corporation (the “Company”), hereby appoints Leerink Swann LLC as its exclusive placement agent (the “Placement Agent”) in connection with the proposed sale to certain investors (the “Direct Offering”) of 4,678,000 shares of its Common Stock par value $0.001 per share (the “Shares”). On the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth herein, the Placement Agent agrees to use its best commercially practicable efforts to solicit and receive offers to purchase the Shares. Until the Closing Date (as defined below), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Shares otherwise than through the Placement Agent. Notwithstanding anything to the contrary contained in this Agreement, the Placement Agent shall have no obligation to purchase any of the Shares, or any liability to the
LICENSE AGREEMENT BETWEEN BUKWANG PHARM. CO., LTD. AND PHARMASSET, INC.License Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • Georgia
THIS LICENSE AGREEMENT is executed as of June 23, 2005, by and between BUKWANG PHARM. CO., LTD., with its principal offices at 398-1, Daebang-Dong, Dongjak-Ku, Seoul 156-020, Korea (“Bukwang”), and PHARMASSET, INC., with principal offices located at 1860 Montreal Road, Tucker, Georgia 30084, U.S.A. (“Pharmasset”).
PHARMASSET, INC. (a Delaware corporation) 3,300,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2011 • Pharmasset Inc • Pharmaceutical preparations • New York
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
This Second Amendment to License Agreement (“Second Amendment”) is effective as of this 29th day of August, 2003 (the “Effective Date”), by and between Pharmasset, Ltd., a Barbados International Business Company, with offices located at The Financial Services Center, Bishop’s Court Hill, Suite 111, St. Michael, Barbados (“Pharmasset”) and Emory University, a not-for-profit Georgia corporation with offices at 1380 South Oxford Road, N.E., Atlanta, Georgia 30322 (“Emory”), and amends certain terms of that certain License Agreement, dated December 30, 1998, between Emory and Pharmasset relating to D-D4FC (the “Agreement”).
AMENDMENT NO. 1 to LICENSE AGREEMENTLicense Agreement • February 5th, 2009 • Pharmasset Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (“Amendment No. 1”), effective as of this 30th day of January, 2009 (the “Effective Date”), by and between BUKWANG PHARM., CO., LTD., a Korean corporation with its principal offices at 398-1, Daebang-Dong, Dongjak-Ku, Seoul 156-020, Korea (“Bukwang”) and PHARMASSET, INC., a Delaware corporation with its principal offices at 303-A College Road East, Princeton, New Jersey 08540, USA (“Pharmasset”).
MEMORANDUM OF UNDERSTANDING DATED: June 23, 2005 BETWEEN:Pharmasset Inc • May 8th, 2006 • Georgia
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2009 • Pharmasset Inc • Pharmaceutical preparations • New York
Computershare, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing (as defined in the Terms and Conditions for Purchase of Shares). The Investor acknowledges that the Offering is not being underwritten by the Placement Agent and that there is no minimum offering amount. The Investor understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject this subscription for Shares, in whole or in part.
LICENSE AGREEMENTLicense Agreement • December 11th, 2008 • Pharmasset Inc • Pharmaceutical preparations
This License Agreement (the “License Agreement”) is entered into as of August 8, 2008 (the “Effective Date”) by and between Boehringer Ingelheim Chemicals, Inc. (“BICI”), a Delaware corporation with an office at 2820 North Normandy Drive, Petersburg, VA 23805, and Pharmasset, Inc. (“Pharmasset”), a Delaware corporation with an office at 303A College Road East, Princeton, NJ 08540. Concurrently herewith, BICI and Pharmasset are entering into the Manufacturing Services Agreement (the “Manufacturing Services Agreement”); all capitalized terms used below that are not defined herein shall have the meanings ascribed to them in such Manufacturing Services Agreement.
ContractVenture Loan and Security Agreement • December 31st, 2007 • Pharmasset Inc • Pharmaceutical preparations • Connecticut
Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of asterisks.
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of January, 2005, by and between Pharmasset, Inc., a Delaware corporation (the “Company”), and Mark Meester (“Employee”).
LICENSE AGREEMENT BETWEEN DR. CRAIG HILL, DR. RAYMOND SCHINAZI AND PHARMASSET, LTD.License Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS LICENSE AGREEMENT is made by and between Pharmasset Ltd., a corporation organized under the laws of Barbados (“Pharmasset”), Dr. Craig L. Hill an individual residing in the State of Georgia, USA (“Dr. Hill”) and Dr. Raymond Schinazi, an individual residing in the State of Georgia, U.S.A. (“Dr. Schinazi”).
FIRST AMENDMENT AND JOINDER TO SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (Series R Preferred Stock)Stockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
THIS FIRST AMENDMENT AND JOINDER TO SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Joinder and Amendment Agreement”) is entered into as of October 26, 2004 by and among Pharmasset, Inc. a Delaware corporation (the “Company”), Hoffmann-La Roche Inc., a New Jersey corporation (“Roche”), and the persons named under the headings “Existing Investors” (the “Existing Investors”) and “Existing Stockholders” (the “Existing Stockholders”) on the signature pages hereto.
THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 2nd, 2007 • Pharmasset Inc • Pharmaceutical preparations • Delaware
THIS THIRD AMENDMENT (the “Amendment”) TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of August 4, 2004, as amended (the “Stockholders’ Agreement”), is entered into as of June 1, 2006 by and among Pharmasset, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s capital stock (collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Stockholders’ Agreement.
THE TRANSFER, SALE OR OTHER DISPOSITION OF THIS WARRANT AND THE SECURITIES WHICH MAY BE ACQUIRED PURSUANT TO THIS WARRANT MAY BE SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AUGUST 4, 2004 AMONG...Pharmasset Inc • May 8th, 2006 • Delaware
THIS WARRANT AND THE SECURITIES WHICH MAY BE ACQUIRED PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE’S OR OTHER JURISDICTION’S SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE’S OR OTHER JURISDICTION’S SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE ISSUER OF THESE SECURITIES MAY REQUIRE AS A CONDITION TO ANY TRANSFER OR RESALE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
SECTION 1 1 1.1 DEFINITIONS 1 1.2 EFFECT 5 SECTION 2 6 2.1 DEMAND REGISTRATION 6 2.2 PIGGYBACK REGISTRATION 8 2.3 EXPENSES OF REGISTRATION 9 2.4 REGISTRATION PROCEDURES 9 2.5 REGISTRATION ON FORM S-3 11 2.6 INDEMNIFICATION 11 2.7 INFORMATION BY...Stockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (“Agreement”) is entered into as of August 4, 2004, by and among Pharmasset, Inc., a Delaware corporation (the “Company”), and the Persons (as defined herein) named in Schedule A hereto (collectively, the “Stockholders”).
THE TRANSFER, SALE OR OTHER DISPOSITION OF THIS WARRANT AND THE SECURITIES WHICH MAY BE ACQUIRED PURSUANT TO THIS WARRANT MAY BE SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AUGUST 4, 2004 AMONG...Pharmasset Inc • May 8th, 2006 • Delaware
THIS WARRANT AND THE SECURITIES WHICH MAY BE ACQUIRED PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE’S OR OTHER JURISDICTION’S SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE’S OR OTHER JURISDICTION’S SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
AGREEMENT AND PLAN OF MERGER among PHARMASSET, INC., GILEAD SCIENCES, INC. and ROYAL MERGER SUB INC. Dated as of November 21, 2011Agreement and Plan of Merger • November 21st, 2011 • Pharmasset Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 21, 2011, among Pharmasset, Inc., a Delaware corporation (the “Company”), Gilead Sciences, Inc., a Delaware corporation (“Parent”), and Royal Merger Sub Inc., a Delaware corporation and a wholly-owned direct or indirect Subsidiary of Parent (“Merger Sub”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of June 2004, by and between Pharmasset, Inc., a Georgia corporation (the “Company”), and Peter Schaefer Price (“Employee”).
WAIVER AGREEMENT AND SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
THIS WAIVER AGREEMENT AND SECOND AMENDMENT (the “Waiver and Amendment”) TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of August 4, 2004, as amended (the “Stockholders’ Agreement”), is entered into as of February 14, 2006 by and among Pharmasset, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s capital stock (collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Waiver and Amendment shall have the meanings set forth in the Stockholders’ Agreement.
ContractLease • May 8th, 2006 • Pharmasset Inc • New Jersey
THIS LEASE is made this 18th day of May, 2005, between 300 CRA LLC, having an office at 2 Research Way, Princeton, NJ 08540, hereinafter called “Landlord”, and Pharmasset, Inc. with an office located at 303A College Road East, Princeton, NJ 08540 hereinafter called “Tenant”.
MUTUAL TERMINATION OF LEASE AGREEMENTMutual Termination of Lease Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
This MUTUAL TERMINATION OF LEASE AGREEMENT (hereinafter the “Termination Agreement”) is made and entered into as of the 7th day of February, 2006 (the “Effective Date”), by and between CS FAMILY, LLC, a Georgia limited liability company (hereinafter referred to as “Lessor”), and PHARMASSET, INC., a Delaware corporation (hereinafter referred to as “Lessee”);
FIRST AMENDMENT TO LICENSE AGREEMENT between PHARMASSET, INC. and RFS PHARMA LLCLicense Agreement • May 8th, 2006 • Pharmasset Inc
This First Amendment to License Agreement (“First Amendment”) is effective as of this 13th day of February, 2006 (the “Effective Date”), by and between Pharmasset, Inc., a Delaware corporation having its principal place of business at 303-A College Road East, Princeton, New Jersey 08540 (“Pharmasset”), and RFS Pharma LLC, a Georgia limited liability company having its principal place of business at 2881 Peachtree Road N.E., Atlanta, Georgia 30305 (“RFSP”). Pharmasset and RFSP are each referred to individually as a “Party” and together as the “Parties.”
SUPPLEMENTAL AGREEMENT TO THE LICENSE AGREEMENT between EMORY UNIVERSITY and PHARMASSET, LTD.Supplemental Agreement • May 8th, 2006 • Pharmasset Inc
This Agreement is entered into this 26th day of March, 2004 by and between Emory University, a Georgia non-profit corporation with principal offices located at 1380 South Oxford Road, Atlanta, Georgia 30322, U.S.A. (hereinafter “Emory”), and Pharmasset, Ltd., a Barbados International Business Company with offices located at The Financial Services Center, Bishop’s Court Hill, Suite 111, St. Michael, Barbados (hereinafter “Pharmasset”).
FORM OF INVESTOR PURCHASE AGREEMENTInvestor Purchase Agreement • July 15th, 2008 • Pharmasset Inc • Pharmaceutical preparations • New York
JOINDER TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS JOINDER TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Joinder Agreement”) is entered into as of February 14, 2006 (the “Effective Date”) by and among Pharmasset, Inc., a Delaware corporation (the “Company”), the Raymond F. Schinazi 2005 Qualified Annuity Trust, a Georgia trust (the “Trust”) and Raymond F. Schinazi, Ph.D., individually and as trustee (the “Trustee”) of the Trust (“Schinazi”).
CONSULTING AGREEMENTConsulting Agreement • February 9th, 2010 • Pharmasset Inc • Pharmaceutical preparations • New Jersey
This CONSULTING AGREEMENT (this “Agreement”) is effective as of this 6th day of January, 2010 (the “Effective Date”), by and between PHARMASSET, INC., with offices at 303-A College Road East, Princeton, NJ 08540 (“PHARMASSET”) and FREDRIC D. PRICE, of 64 Quarry Lane, Bedford, NY 10506 (“CONSULTANT”). PHARMASSET and CONSULTANT are each referred to herein as a “Party” and collectively as the “Parties.”
