ContractPhenomix CORP • January 25th, 2008 • 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2008 • Phenomix CORP • Delaware
This Agreement made and entered into this day of , 2008, (the “Agreement”), by and between Phenomix Corporation, a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):
ContractInvestor Rights Agreement • January 25th, 2008 • Phenomix CORP • 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 8 OF THIS WARRANT.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2008 • Phenomix CORP • California
This LOAN AND SECURITY AGREEMENT, dated as of November 22, 2006 (this “Loan Agreement”), is entered by and between PHENOMIX CORPORATION, a Delaware corporation (“Borrower”); and PINNACLE VENTURES, L.L.C. as agent (“Agent”) for the lenders identified on Schedule 1 hereto (such lenders, together with their respective successors and assigns are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and the Lenders. Capitalized terms used and not otherwise defined in this Loan Agreement shall have the respective meanings given to such terms in Article 10.
COMMON STOCK WARRANTPhenomix CORP • January 25th, 2008 • California
THIS CERTIFIES THAT, for value received, Oxford Finance Corporation, (“Holder”) is entitled to subscribe for and purchase ( ) shares of the fully paid and nonassessable Common Stock (“the Shares”) of Phenomix Corporation, a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the Company’s presently authorized Common Stock, and any stock into which such Common Stock may hereafter be exchanged.
MASTER SECURITY AGREEMENT No. 4081054 Dated as of March 24, 2004 (“Agreement”)Master Security Agreement • January 25th, 2008 • Phenomix CORP • Virginia
THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Phenomix Corporation (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 5871 Oberlin Dr., Suite 200, San Diego, CA 92121.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Settlement and Release Agreement • March 13th, 2008 • Phenomix CORP • Pharmaceutical preparations • Delaware
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is entered into as of August 1, 2006 (the “Effective Date), by, between and among ACTIVX BIOSCIENCES, INC., a Delaware corporation (“ActivX”), and DAVID CAMPBELL, an individual (“Campbell”), DAVID WINN, an individual (“Winn”), JUAN BETANCORT, an individual (“Betancort”), and PHENOMIX CORPORATION, a Delaware corporation (“Phenomix”) on the other hand (Campbell, Winn, Betancort and Phenomix are sometimes referred to as “the Phenomix Parties”). This Agreement, which shall not be effective until it is signed by all Parties, is made with reference to the following Recitals:
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...License Agreement • May 16th, 2008 • Phenomix CORP • Pharmaceutical preparations • California
This License Agreement, effective as of August 1, 2006 (the “Effective Date”), is by and between Phenomix Corporation, a corporation organized under the laws of Delaware (“Phenomix”) and ActivX Biosciences, Inc., a corporation organized under the laws of Delaware (“ActivX”). Phenomix and ActivX may be referred to individually herein as a “Party” or collectively as the “Parties.”
EMPLOYEE LOAN AGREEMENTEmployee Loan Agreement • March 13th, 2008 • Phenomix CORP • Pharmaceutical preparations • California
THIS EMPLOYEE LOAN AGREEMENT (“Agreement”) is entered into as of the ________ day of __________, 200___, by and between PHENOMIX CORPORATION, a Delaware corporation (the “Lender”) and _____________ (“Borrower”).
EMPLOYEE INNOVATIONS AND PROPRIETARY RIGHTS ASSIGNMENT AGREEMENTAssignment Agreement • March 13th, 2008 • Phenomix CORP • Pharmaceutical preparations • California
I, , in return for my employment by Phenomix Corporation (“Phenomix”) and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I acknowledge and agree that:
ContractPhenomix CORP • January 25th, 2008 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Certain Confidential • January 25th, 2008 • Phenomix CORP
This FIRST AMENDMENT TO THE SETTLEMENT AGREEMENT AND RELEASE is entered into as of June 28, 2007 and is effective as if entered into on August 1, 2006 (the “EFFECTIVE DATE”), by, between and among ACTIVX BIOSCIENCES, INC., a Delaware corporation (“ActivX”), and DAVID CAMPBELL, an individual (“Campbell”), DAVID WINN, an individual (“Winn”), on the one hand, JUAN BETANCORT, an individual (“Bettancourt”) and PHENOMIX CORPORATION, a Delaware corporation (“Phenomix”), on the other hand, (Campbell, Winn, Betancort and Phenomix are sometimes referred to as the “Phenomix Parties”) shall amend the aforementioned SETTLEMENT AND RELEASE AGREEMENT in the following respect:
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...License Agreement • March 13th, 2008 • Phenomix CORP • Pharmaceutical preparations • Massachusetts
This LICENSE AGREEMENT (the “Agreement”) is effective as of February 14, 2006 (the “Effective Date”), by and between * * *, a Delaware corporation with a principal place of business at * * * (formerly known as * * *) (“* * *”), and Phenomix Corporation, a Delaware corporation with a place of business at 5871 Oberlin Drive, Suite 200, San Diego, CA 92121 (“Phenomix”).
LEASE AGREEMENTLease Agreement • January 25th, 2008 • Phenomix CORP • California
This Lease Agreement (this “Lease”) is entered into as of July 31, 2003, between VPI OBERLIN I, L.P., a California limited partnership (“Landlord”), and PHENOMIX CORPORATION, a Delaware corporation (“Tenant”), who agree as follows with respect to the real property located at 5871 Oberlin Drive, San Diego, California, described on the attached Exhibit A-1 (the “Project”) on which is located a building consisting of approximately 33,728 square feet (the “Building”) as depicted on the Building Floor Plan attached to this Lease as Exhibit B (the “Building Floor Plan”):
SUBLEASEPhenomix CORP • January 25th, 2008
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 25th, 2008 • Phenomix CORP • California
This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December __, 2007, is entered into by and among PHENOMIX CORPORATION, a Delaware corporation (the “Borrower”), Pinnacle Ventures, L.L.C. as agent (“Agent”) for each of the lenders that is a signatory to this Amendment (individually, a “Lender” and collectively, the “Lenders”), and the Lenders.
Page 1. USE AND RESTRICTIONS ON USE 1 2. TERM 2 3. RENT 2 4. RENT ADJUSTMENTS 3 5. SECURITY DEPOSIT 5 6. ALTERATIONS 5 7. REPAIR 6 8. LIENS 6 9. ASSIGNMENT AND SUBLETTING 6 10. INDEMNIFICATION 8 11. INSURANCE 8 12. WAIVER OF SUBROGATION 9 13. SERVICES...Phenomix CORP • January 25th, 2008
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A-1, and the Building is depicted on the site plan attached hereto as Exhibit A. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...License Agreement • May 16th, 2008 • Phenomix CORP • Pharmaceutical preparations • Massachusetts
This LICENSE AGREEMENT (the “Agreement”) is effective as of February 14, 2006 (the “Effective Date”), by and between * * *, a Delaware corporation with a principal place of business at * * * (formerly known as * * *) (“* * *”), and Phenomix Corporation, a Delaware corporation with a place of business at 5871 Oberlin Drive, Suite 200, San Diego, CA 92121 (“Phenomix”).
PHENOMIX CORPORATION FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2008 • Phenomix CORP • California
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of February 28, 2007, by and among Phenomix Corporation, a Delaware corporation (the “Company”), Comerica Bank (“Comerica”), and the other persons listed on the attached Exhibit A to this Agreement (collectively with Comerica, the “Investors”).
