NOVACARDIA, INC. INDEMNITY AGREEMENTIndemnity Agreement • May 23rd, 2007 • NovaCardia Inc • Pharmaceutical preparations • Delaware
This Indemnity Agreement (this "Agreement") dated as of , 20 , is made by and between NovaCardia, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
QuickLinks -- Click here to rapidly navigate through this documentPreferred Stock Purchase Warrant • May 4th, 2007 • NovaCardia Inc • Pharmaceutical preparations • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
LICENSE AGREEMENTLicense Agreement • May 23rd, 2007 • NovaCardia Inc • Pharmaceutical preparations
WHEREAS, Licensor has good experience in the research and development of pharmaceutical products and owns valuable technical knowledge, know-how and inventions, patentable or not, including but not limited to the proprietary pharmaceutical compound referred to as K201;
Supplementary Agreement to the License Agreement dated September 1, 2006 between Aetas and NovaCardiaSupplementary Agreement • May 23rd, 2007 • NovaCardia Inc • Pharmaceutical preparations
With reference to the license agreement ("License Agreement") for K201 dated September 1, 2006 by and between Aetas Pharma Co., Ltd. ("Licensor") and NovaCardia Inc. ("Licensee"), Licensor and Licensee hereby enter into this Supplementary Agreement ("Supplementary Agreement") as of January 5, 2007 in order to supplement and amend the License Agreement to incorporate the Products for oral administration further to the existing intravenous administration.
DSM PHARMA CHEMICALS, INC. and NOVACARDIA, INC. DEVELOPMENT, TECHNOLOGY TRANSFER AND PRE-COMMERCIAL MANUFACTURING AGREEMENTDevelopment, Technology Transfer and Pre-Commercial Manufacturing Agreement • May 23rd, 2007 • NovaCardia Inc • Pharmaceutical preparations • Delaware
THIS DEVELOPMENT, TECHNOLOGY TRANSFER AND PRE-COMMERCIAL MANUFACTURING AGREEMENT (the "Agreement") is executed as of this 5th day of June, 2006 (the "Effective Date"), by and between DSM Pharma Chemicals North America, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 45 Waterview Blvd., Parsippany, NJ 07054, and its affiliate, DSM Fine Chemicals Austria Nfg GmbH Co KG, an Austrian corporation, having a place of business at St. Peter Strasse 25, 4021 Linz, Austria (collectively, both DSM parties hereinafter referred to as "DPC"); and NovaCardia, Inc.("NovaCardia"), a corporation organized under the laws of Delaware, having its principal place of business at 12230 El Camino Real, Suite 300, San Diego, California 92130.
LICENSE AGREEMENTLicense Agreement • May 23rd, 2007 • NovaCardia Inc • Pharmaceutical preparations
This Agreement made and entered into by and between KYOWA HAKKO KOGYO CO., LTD., a Japanese corporation having its principal offices at 1-6-1 Ohtemachi, Chiyoda-ku, Tokyo, 100-8185, Japan (hereinafter referred to as "KH") and NOVACARDIA, INC., a Delaware corporation having its principal offices at 12230 El Camino Real, Suite 300, San Diego, California, 92130, United States of America (hereinafter referred to as "NC").
AMENDMENT NO.1 TO THE STOCK PURCHASE WARRANTStock Purchase Warrant • March 29th, 2007 • NovaCardia Inc • Delaware
This Amendment No. 1 (the "Amendment"), dated as of October 2, 2006, is made to that certain Preferred Stock Purchase Warrant No. PAWLH-2 dated as of July 14, 2006 (the "Warrant") by and between Lighthouse Capital Partners V, L.P. (the "Holder") and NovaCardia, Inc. (the "Company"). Capitalized terms not otherwise defined in this Amendment shall have the same meaning as set forth in the Warrant.
AMENDMENT NO. 02 Dated September 11, 2006 TO that certain Loan and Security Agreement No. 4611 dated as of March 21, 2005, as amended ("Agreement"), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. ("Lender") and NOVACARDIA, INC. ("Borrower").Loan and Security Agreement • May 4th, 2007 • NovaCardia Inc • Pharmaceutical preparations
AMENDMENT NO. 03 TO THE LOAN AND SECURITY AGREEMENT DATED March 21, 2005 Dated April 11, 2007Loan and Security Agreement • May 4th, 2007 • NovaCardia Inc • Pharmaceutical preparations • California
This Amendment No. 03 ("Amendment 03") to that certain Loan and Security Agreement No. 4611 dated March 21, 2005, as amended by Amendment No. 01 to Loan and Security Agreement No. 4611 and Amendment No. 02 to Loan and Security Agreement No. 4611 (the "Agreement") is entered into as of April 11, 2007, by and between Lighthouse Capital Partners V, L.P. ("Lender") and NovaCardia, Inc., a Delaware corporation ("Borrower").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2007 • NovaCardia Inc • California
THIS LOAN AND SECURITY AGREEMENT NO. 4611 (this "Agreement") is entered into as of March 21, 2005, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. ("Lender") and NOVACARDIA, INC., a Delaware corporation ("Borrower") and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
NOVACARDIA, INC. AMENDMENT No. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • May 23rd, 2007 • NovaCardia Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the "Amendment") is made as of March 21, 2007, by and among NOVACARDIA, INC., a Delaware corporation (the "Company"), the holders of Series A Preferred Stock of the Company ("Series A Preferred") as listed on Exhibit A to the Investors' Rights Agreement (as defined below) (the "Series A Holders"), the holders of the Series B Preferred Stock of the Company ("Series B Preferred") as listed on Exhibit B to the Investors' Rights Agreement (the "Series B Holders"), Lighthouse (as defined in the Investors' Rights Agreement), TriplePoint Capital ("TriplePoint") and the Follow-On Series B Holders (as defined below) (the Series A Holders, the Series B Holders and the Follow-On Series B Holders are collectively referred to herein as the "Investors" and each individually referred to herein as an "Investor").
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2007 • NovaCardia Inc • California
This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of January 2, 2007 (the "Effective Date"), by and between NOVACARDIA, INC. (the "Company"), and JOHN CRAWFORD (the "Executive"). The Company and the Executive may be hereinafter collectively referred to as the "Parties", and individually referred to as a "Party".
MASTER CLINICAL RESEARCH AGREEMENTMaster Clinical Research Agreement • March 29th, 2007 • NovaCardia Inc • New York
This Master Clinical Research Agreement ("Agreement") is entered into this 1st day of June, 2006 and is effective as of the 5th day of January, 2006, ("Effective Date") by and between NovaCardia, Inc. ("Sponsor"), a Delaware corporation with its principal place of business located at 12651 High Bluff Drive, Suite 200, San Diego, CA 92130, and Duke University, for and on behalf of its Duke Clinical Research Institute ("Duke"), a nonprofit, research, education and healthcare institution with offices at 2400 Pratt Street, Durham, North Carolina 27705 (individually, each a "Party" and together, the "Parties").
OFFICE LEASE DEL MAR CORPORATE PLAZA R.B. INCOME PROPERTIES, a California limited partnership as Landlord, and NOVACARDIA, INC., a Delaware corporation as Tenant July 29, 2004Office Lease • March 29th, 2007 • NovaCardia Inc • California
THIS LEASE ("Lease"), dated for reference and effective as of the 29th day of July, 2004, by and between R.B. INCOME PROPERTIES, a California limited partnership ("Landlord") and NOVACARDIA, INC., a Delaware corporation ("Tenant") for space in the building located at 12651 High Bluff Drive (the "Building") located in the City of San Diego, County of San Diego, State of California, in that development commonly known as Del Mar Corporate Plaza (the "Project"); described more particularly on the Legal Description, attached hereto as Exhibit A, shall be upon the terms and conditions contained hereinafter.
SUPPLEMENTLicense Agreement • March 29th, 2007 • NovaCardia Inc
This Supplement made and entered into by and between Kyowa Hakko Kogyo Co., Ltd., a Japanese corporation having its principal offices at 1-6-1 Ohtemachi, Chiyoda-ku, Tokyo, 100-8185, Japan (hereinafter referred to as "KH") and NovaCardia, Inc., a Delaware corporation having its principal offices at 12230 El Camino Real, Suite 300, San Diego, California 92130, the United States of America (hereinafter referred to as "NC").
MASTER CLINICAL SERVICES AGREEMENTMaster Clinical Services Agreement • May 23rd, 2007 • NovaCardia Inc • Pharmaceutical preparations
As a condition of participating as a clinical investigator in the protocol entitled, " " (the "Study") sponsored by NovaCardia, Inc. ("NovaCardia"), please provide the appropriate information and responses to the following statements.
AMENDMENT NO. 01 Dated March 20, 2007 TO that certain Preferred Stock Purchase Warrant No. PAWLH-1 dated as of March 21, 2005, ("Warrant") by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. ("Holder") and NOVACARDIA, INC. ("Company"). (All capitalized...Preferred Stock Purchase Warrant • March 29th, 2007 • NovaCardia Inc • Delaware
CONSENT TO SUBLEASEConsent to Sublease • May 4th, 2007 • NovaCardia Inc • Pharmaceutical preparations • California
This Consent to Sublease (this "Consent") is made as of April , 2007, by Carr CRHP CA Properties, L.L.C., a Delaware limited liability company ("Landlord"), JONES DAY, a general partnership ("Tenant"), and NovaCardia, Inc., a Delaware corporation ("Sublessee") with reference to the following Recitals.
AMENDMENT NO. 01 ("Amendment") TO LOAN AND SECURITY AGREEMENT NO. 4611 Entered into as of July 14, 2006 by and between LIGHTHOUSE CAPITAL PARTNERS, L.P. ("Lender") and NOVACARDIA, INC. ("Borrower"). RECITALSLoan and Security Agreement • March 29th, 2007 • NovaCardia Inc • California
WHEREAS, Borrower and Lender have previously entered into that certain Loan and Security Agreement No. 4611 dated as of March 21, 2005, (the "Loan and Security Agreement"; all initially capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Loan and Security Agreement) together with the other agreements and instruments entered into in connection therewith (collectively, the "Loan Documents"); and
SETTLEMENT AGREEMENTSettlement Agreement • March 29th, 2007 • NovaCardia Inc
THIS SETTLEMENT AGREEMENT (this "Settlement Agreement") is entered into on this 31st day of March 2005 by and between NOVACARDIA, INC. ("NC"), a Delaware corporation and KYOWA HAKKO KOGYO CO., LTD. ("KH"), a Japanese corporation.
NOVACARDIA, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT September 21, 2006Investors' Rights Agreement • March 29th, 2007 • NovaCardia Inc • California
This Amended and Restated Investors' Rights Agreement (the "Agreement") is made as of the 21st day of September, 2006, by and among NovaCardia, Inc., a Delaware corporation (the "Company"), the Investors (as defined below) and Lighthouse (as defined below).
