3,500,000 Shares MAP PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2009 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT TO PURCHASE STOCKWarrant Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including without limitation the mutual promises contained in that certain Loan and Security Agreement of even date herewith (the “Loan Agreement”) entered into by and among OXFORD FINANCE CORPORATION (“Holder”), Silicon Valley Bank and MAP Pharmaceuticals, Inc. (the “Company”), Holder is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued in connection with the Loan Agreement.
ContractWarrant Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
MAP PHARMACEUTICALS, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 30th, 2007 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is effective as of [·], 2007, by and between MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
COMMON STOCK PURCHASE AGREEMENT Dated as of November 11, 2009 by and between MAP PHARMACEUTICALS, INC. and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • November 12th, 2009 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 11th day of November 2009 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and MAP Pharmaceuticals, Inc., 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.
] Shares of Common Stock par value $0.01 MAP PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2012 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER among Allergan, Inc., Groundhog Acquisition, Inc. and MAP Pharmaceuticals, Inc. Dated as of January 22, 2013Merger Agreement • January 23rd, 2013 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2013 (this “Agreement”), by and among Allergan, Inc., a Delaware corporation (“Parent”), Groundhog Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
LEASE AGREEMENTLease Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”) is made by and among MAP PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”); HORIZON TECHNOLOGY FUNDING COMPANY LLC, a Delaware limited liability company (“Horizon”) and SILICON VALLEY BANK, a California bank (“Silicon” and collectively with Horizon, “Lenders”). Lenders and Borrower hereby agree as follows:
CO-PROMOTION AGREEMENTCo-Promotion Agreement • February 16th, 2011 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations
This Co-Promotion Agreement (this “Agreement”) is made and entered into effective as of January 28, 2011, by and between MAP Pharmaceuticals, Inc., a Delaware corporation having an address at 2400 Bayshore Parkway, Suite 200, Mountain View, California 94043 (“MAP”), and ALLERGAN USA, Inc., a Delaware corporation having an address at 2525 Dupont Drive, Irvine, California 92612 (“ALLERGAN”). MAP and ALLERGAN are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2008 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made the 14 day of April, 2008 (the “Effective Date”), by and between MAP PHARMACEUTICALS, INC., a Delaware corporation (“MAP”), and Thomas A. Armer, Ph.D, an individual resident of California (the “Executive”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given in Appendix A to this Agreement.
Transfer and Assignment Agreement between MAP Pharmaceuticals, Inc And Telesso Technologies Limited (Formerly Eiffel Technologies Limited)Transfer and Assignment Agreement • August 13th, 2008 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Transfer and Assignment Agreement (“Transfer Agreement”) is made and entered into between MAP Pharmaceuticals, Inc, of 2400 Bayshore Parkway, Suite 200, Mountain View, CA, 94043, US, a Delaware corporation (“MAP”) and Telesso Technologies Limited (formerly Eiffel Technologies Limited), ACN 072 178 977, of 3 Innovation Road, North Ryde, NSW 2113 Australia (“Eiffel”). Eiffel and MAP are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
December 17, 2012 Allergan, Inc. Irvine, CA 92612-1599 Attention: David M. Lawrence Re: Confidentiality Agreement Ladies and Gentlemen:Confidentiality Agreement • January 31st, 2013 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
In connection with your consideration of a possible transaction with or involving (a “Possible Transaction”) MAP Pharmaceuticals, Inc. and/or its subsidiaries, affiliates or divisions (collectively, with such subsidiaries, affiliates and divisions, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows and prospects of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you shall, and shall cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “Representatives” shall include your officers, directors, employees, outside legal counsel, ac
COLLABORATION AGREEMENT BY AND AMONG MAP PHARMACEUTICALS, INC., ALLERGAN SALES, LLC, ALLERGAN USA, INC. AND ALLERGAN, INC. January 28, 2011Collaboration Agreement • February 16th, 2011 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Collaboration Agreement (the “Agreement”) is made and entered into as of the 28th day of January, 2011 (the “Effective Date”) by and among MAP Pharmaceuticals Inc., a Delaware corporation having an address at 2400 Bayshore Parkway, Suite 200, Mountain View, California 94043 (“MAP”), Allergan USA, Inc., a Delaware corporation (“Allergan USA”), Allergan Sales, LLC, a California limited liability corporation (“Allergan Sales”), and Allergan, Inc., a Delaware corporation (collectively with Allergan USA and Allergan Sales, “ALLERGAN”), each having an address at 2525 Dupont Drive, Irvine, California 92612. MAP and ALLERGAN are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 23rd, 2013 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of January 22, 2013 (this “Agreement”), is made among Allergan, Inc., a Delaware corporation (“Parent”), Groundhog Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings set forth in the Agreement and Plan of Merger, dated as of the date of this Agreement (the “Merger Agreement”), among Parent, Purchaser and MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2012 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 5, 2011, by and among MAP PHARMACEUTICALS, INC, a Delaware corporation (“Borrower”), SILICON VALLEY BANK, a California bank (“SVB”) and OXFORD FINANCE CORPORATION, a Delaware corporation (“Oxford”, and together with SVB, the “Lenders”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2012 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of October, 2008, by and among SILICON VALLEY BANK (“SVB”), OXFORD FINANCE CORPORATION (“Oxford”) and MAP PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”). SVB and Oxford are sometimes individually referred to as a “Lender”, and collectively the “Lenders.”
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • May 14th, 2008 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations
This Fourth Amendment to Lease Agreement (this “Fourth Amendment”) is made as of March 26, 2008, by and between ARE-2425/2400/2450 GARCIA BAYSHORE, LLC, a Delaware limited liability company (“Landlord”), and MAP PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
ELAN DRUG DELIVERY, INC. AND MAP PHARMACEUTICALS, INC. SERVICES AGREEMENTServices Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
This Services Agreement (“Services Agreement”) is made the 3rd day of February 2005 by and between MAP Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 2400 Bayshore Parkway, Suite 200, Mountain View, CA 94043, USA (“MAP”) and Elan Drug Delivery, Inc., a Delaware corporation, having its principal place of business at 3500 Horizon Dr., King of Prussia, PA 19406 (“EDDI”).
LICENSE AGREEMENT by and between ASTRAZENECA AB and MAP PHARMACEUTICALS, INC. DATE: December 19, 2008License Agreement • December 30th, 2008 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
MAP Pharmaceuticals, Inc., a Delaware corporation with offices at 2400 Bayshore Parkway, Suite 200, Mountain View, California, United States of America 94043 (“MAP”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of the 12th day of August, 2004 (the “Date of Issuance”), by and between MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Thomas A. Armer, an individual resident in the State of California (“Employee”). Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the MAP Pharmaceuticals, Inc. 2004 Long-Term Incentive Plan, as amended (the “Plan”).
SEVERANCE AGREEMENTSeverance Agreement • May 8th, 2009 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS SEVERANCE AGREEMENT (“Agreement”) dated as of March 19, 2009 (the “Effective Date”) is entered by and between Timothy S. Nelson (“Executive”) and MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • March 30th, 2012 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This First Amendment to the Severance Agreement, dated February 1, 2012, is entered into by and between MAP Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Timothy S. Nelson (“Executive”).
FIRST AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
THIS FIRST AMENDMENT to Venture Loan and Security Agreement (this “Amendment”) is entered into this 27th day of December, 2006, by and among Horizon Technology Funding Company LLC (“Horizon”), Silicon Valley Bank (“Silicon”), Oxford Finance Corporation (“Oxford”) and MAP Pharmaceuticals, Inc., a Delaware corporation (“Borrower”) whose address is 2400 Bayshore Parkway, Suite 200, Mountain View, California 94043.
Via Overnight Mail and Email Elan Drug Delivery, Inc. King of Prussia, PA 19406Services Agreement • March 12th, 2009 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Reference is made to that certain Services Agreement, dated as of February 3, 2005, by and between Elan Drug Delivery, Inc. (“EDDI”) and MAP Pharmaceuticals, Inc. (“MAP”), as amended by that certain First Amendment thereto, dated December 18, 2008, by and between EDDI and MAP and, with respect to which amendment AstraZeneca AB is a party to the extent set forth in Section 7 thereof (such agreement, as amended, the “Services Agreement”).
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 30th, 2012 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 (the “First Amendment”) to that certain Common Stock Purchase Agreement, dated November 11, 2009 (the “Agreement ”), by and between MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), is entered into as of 29 November, 2011 (the “First Amendment”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc. • California
THIS MANUFACTURING AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of the 26th day of April, 2006 (the “Effective Date”) by and between Xemplar Pharmaceuticals, LLC (“XEMPLAR”), and MAP PHARMACEUTICALS, INC., a Delaware corporation (“MAP”). XEMPLAR and MAP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • June 18th, 2007 • MAP Pharmaceuticals, Inc.
This Second Amendment to Lease Agreement (this “Second Amendment) is made as of July 26, 2006, by and between ARE-2425/2400/2450 GARCIA BAYSHORE, LLC, a Delaware limited liability company (“Landlord”), and MAP PHARMACEUTICALS, INC, a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 20th, 2007 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECOND AMENDMENT (“Second Amendment”) is made and entered into as of this 18th day of June, 2007 (“Second Amendment to License Agreement Effective Date”).
AMENDED AND RESTATED FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • November 13th, 2008 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amended and Restated Fourth Amendment to Lease Agreement (this “Fourth Amendment”) is made as of July 15, 2008, by and between ARE-2425/2400/2450 GARCIA BAYSHORE, LLC, a Delaware limited liability company (“Landlord”), and MAP PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 30th, 2012 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This First Amendment to the Change in Control Agreement, dated February 1, 2012, is entered into by and between MAP Pharmaceuticals, Inc., a Delaware corporation (“Company”), and Timothy S. Nelson (“Executive”).
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 12th, 2009 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This FIRST AMENDMENT (“First Amendment”) is made and entered into as of the date upon which this First Amendment is fully executed by both Parties.
AMENDMENT TO RESTATED AND AMENDED LICENSE AGREEMENTLicense Agreement • November 19th, 2007 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations
This AMENDMENT TO RESTATED AND AMENDED LICENSE AGREEMENT (“Amendment”) is made and entered into effective as of October 8, 2007 (the “Amendment Date”) by and between NEKTAR THERAPEUTICS, UK LIMITED, a limited company organized under the laws of England and Wales having a place of business at 150 Industrial Way, San Carlos, CA 94070, (“NEKTAR UK”) and MAP PHARMACEUTICALS, INC., a Delaware corporation having a place of business at 2400 Bayshore Parkway, Suite 200, Mountain View, CA 94043 (“MAP”). NEKTAR UK and MAP are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 20th, 2007 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) dated as of [ ] (the “Effective Date”) is entered by and between [ ] (“Executive”) and MAP Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
January 31, 2013Merger Agreement • January 31st, 2013 • MAP Pharmaceuticals, Inc. • Pharmaceutical preparations
We are pleased to inform you that on January 22, 2013, MAP Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Allergan, Inc. (“Allergan”) and Groundhog Acquisition, Inc. (“Purchaser”), a wholly-owned subsidiary of Allergan, pursuant to which Purchaser is commencing a tender offer today to purchase all of the outstanding shares of the Company’s common stock for $25.00 per share in cash, without interest and less any required withholding taxes.
