Anacor Pharmaceuticals Inc Sample Contracts
ANACOR PHARMACEUTICALS, INC. [ • ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 12th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters listed in Schedule 1 hereto
Standard Contracts
ANACOR PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • December 27th, 2011 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ANACOR PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
ANACOR PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • December 27th, 2011 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ANACOR PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
3,129,890 Shares ANACOR PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2013 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ANACOR PHARAMEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • December 27th, 2011 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ANACOR PHARAMEUTICALS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER dated as of May 14, 2016 among ANACOR PHARMACEUTICALS, INC., PFIZER INC. and QUATTRO MERGER SUB INC.Merger Agreement • May 16th, 2016 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 14, 2016, among Anacor Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Pfizer Inc., a Delaware corporation (“Parent”), and Quattro Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement is made as of , between Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").
4,000,000 Shares ANACOR PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2012 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
ContractPreferred Stock Purchase Warrant • September 10th, 2010 • Anacor Pharmaceuticals 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.
ContractWarrant Agreement • November 9th, 2012 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
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.
ContractWarrant Agreement • August 9th, 2013 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ANACOR PHARMACEUTICALS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • September 10th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
This Change of Control and Severance Agreement (the "Agreement") is dated as of August 21, 2007, by and between David P. Perry ("Employee") and Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company" or "Anacor"). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.
ANACOR PHARMACEUTICALS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 18th, 2013 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 10th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Anacor Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Common Stock of the Company (the “Securities”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “Registration Statement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 29th, 2011 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of November 23, 2010, by and among Anacor Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ANACOR PHARMACEUTICALS, INC. A DELAWARE CORPORATION REGISTRATION RIGHTS AGREEMENT November 23, 2010Registration Rights Agreement • March 29th, 2011 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
This Registration Rights Agreement (this “Agreement”) is made as of November 23, 2010, by and among Anacor Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto (each, an “Investor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 9th, 2007 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT NO. 5251 (this "Agreement") is entered into as of June 30, 2006, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. ("Lender") and ANACOR PHARMACEUTICALS, 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:
ContractCommon Stock Purchase Warrant • August 9th, 2013 • Anacor Pharmaceuticals, 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.
RESEARCH AND DEVELOPMENT COLLABORATION, OPTION AND LICENSE AGREEMENT BETWEEN SMITHKLINE BEECHAM CORPORATION D/B/A GLAXOSMITHKLINE and ANACOR PHARMACEUTICALS, INC.Research and Development Collaboration, Option and License Agreement • October 26th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
This RESEARCH AND DEVELOPMENT COLLABORATION, OPTION AND LICENSE AGREEMENT (the "Agreement") is entered into and made effective as of the 5th day of October, 2007 (the "Effective Date") by and between Anacor Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 1060 East Meadow Circle, Palo Alto, CA 94303 ("Anacor"), and SmithKline Beecham Corporation d/b/a GlaxoSmithKline, a Pennsylvania corporation having offices at One Franklin Plaza, Philadelphia, PA 19101 ("GSK"). Anacor and GSK are each referred to herein by name or as a "Party" or, collectively, as "Parties."
CONFIDENTIALITY AGREEMENT April 19, 2016Confidentiality Agreement • May 26th, 2016 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
In connection with your consideration of a possible transaction involving Anacor Pharmaceuticals, Inc. (the “Company”) and Pfizer Inc. (“Pfizer”) (the “Transaction”), it is expected that each party may furnish or otherwise make available (the “Disclosing Party”) certain information regarding the Disclosing Party’s business, operations and affairs to the other party (the “Receiving Party”). Such information (whether oral, written, electronic or otherwise), regardless of the form in which it is provided or maintained and whether prepared by the Disclosing Party, its Representatives (as defined below) or otherwise and whether provided on or after the date hereof, together with those portions of any notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or any of the Receiving Party’s Representatives that contain or otherwise reflect such information is hereinafter referred to as “Confidential Information,” except that “Confidential Infor
SUPPLEMENTAL INDENTURESupplemental Indenture • June 24th, 2016 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of June 24, 2016, to the Indenture (defined below) by and among Anacor Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Trustee under the Indenture (the “Trustee”).
ContractPreferred Stock Purchase Warrant • September 10th, 2010 • Anacor Pharmaceuticals 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.
AMENDMENT 4 TO ANACOR PHARMACEUTICALS, INC. ADVISORY BOARD AGREEMENTAdvisory Board Agreement • March 16th, 2015 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment, effective January 1, 2014 (the “Effective Date”), is to Advisory Board Agreement commencing October 1, 2005, and any subsequent Amendments (the “Agreement”) between Anacor Pharmaceuticals, Inc. (“Company”) and Lucy Shapiro, Ph.D. (“Advisor”), together, the Parties.
FIRST AMENDMENT TO LEASELease • August 9th, 2013 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of the date below written by and between CALIFORNIA PACIFIC COMMERCIAL CORPORATION, a California corporation (“Landlord”) and ANACOR PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
Confidential Separation Agreement and General Release of Claims Dear Chris:Confidential Separation Agreement and General Release of Claims • September 10th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
This letter confirms the agreement between you and Anacor Pharmaceuticals, Inc. (the "Company") concerning the terms of your resignation and separation from the Company and offers you the consulting arrangement we discussed in exchange for a release of claims.
ANACOR PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENT April 5, 2013Common Stock Purchase Agreement • April 8th, 2013 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 5, 2013, by and between ANACOR PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and the Bill & Melinda Gates Foundation (the “Foundation”).
QuickLinks -- Click here to rapidly navigate through this documentEquity Investment Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc • Delaware
In partial consideration of Anacor Pharmaceuticals, Inc.'s (the "Company") agreement to enter into that certain License, Development, and Commercialization Agreement, between Schering Corporation ("Schering") and the Company, dated as of February , 2007 (the "License Agreement"), this letter relates to our agreement pursuant to Section 9.2 of the License Agreement with regard to the commitment of Schering to purchase up to $10,000,000 in the Company's equity securities, subject to the terms and conditions set forth in this letter (the "Schering Investment").
QuickLinks -- Click here to rapidly navigate through this documentPreferred Stock Purchase Warrant • October 9th, 2007 • Anacor Pharmaceuticals 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.
ANACOR PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • September 10th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
This Consulting Agreement (the "Agreement") is entered into by and between Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Stephen J. Benkovic, Ph.D. ("Consultant").
ANACOR PHARMACEUTICALS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT [VP FORM]Change of Control and Severance Agreement • March 15th, 2012 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
This Change of Control and Severance Agreement (the “Agreement”) is dated as of , by and between (“Employee”) and Anacor Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Anacor”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events.
CONSULTING AGREEMENTConsulting Agreement • September 10th, 2010 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
This CONSULTING AGREEMENT is effective as of April 13, 2010 ("Agreement") between Anacor Pharmaceuticals, Inc. ("Company") and Christine Gray-Smith ("Consultant"). Company and Consultant are collectively the Parties and each a Party.
RESEARCH AGREEMENTResearch Agreement • August 9th, 2013 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS RESEARCH AGREEMENT together with its exhibits and appendices (this “Agreement”) is made as of April 5, 2013 (the “Effective Date”), by and between ANACOR PHARMACEUTICALS, INC., a Delaware corporation (“Anacor”), and the BILL & MELINDA GATES FOUNDATION, a Washington charitable trust that is a tax-exempt private foundation (the “Foundation”). Anacor and the Foundation are referred to herein each individually as a “Party” and collectively as the “Parties”.
ContractWarrant Agreement • March 21st, 2011 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations • California
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.
DISTRIBUTION AND COMMERCIALIZATION AGREEMENTDistribution and Commercialization Agreement • November 7th, 2014 • Anacor Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS DISTRIBUTION AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is entered into as of July 18, 2014 (the “Effective Date”) by and between ANACOR PHARMACEUTICALS, INC., a Delaware corporation having its principal place of business at 1020 East Meadow Circle, Palo Alto, CA 94303 (“Anacor”) and SANDOZ INC., a Colorado corporation having its principal place of business at 506 Carnegie Center, Suite 400, Princeton, NJ 08540 (“Sandoz”). Anacor and Sandoz are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 21st, 2011 • Anacor Pharmaceuticals Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 18, 2011 (the “Effective Date”) among OXFORD FINANCE CORPORATION, a Delaware corporation with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “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 and HORIZON TECHNOLOGY FINANCE CORPORATION (“HRZN”; each a “Lender” and collectively, the “Lenders”), and ANACOR PHARMACEUTICALS, INC., a Delaware corporation with offices located at 1020 East Meadow Circle, Palo Alto, California 94303-4230 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
