ContractWarrant Agreement • January 10th, 2014 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 7th, 2015 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 27, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “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 (each a “Lender” and collectively, the “Lenders”), and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation with offices located at 3366 North Torrey Pines Court, Suite 225, La Jolla, California 92037 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between AUSPEX PHARMACEUTICALS, INC., A DELAWARE CORPORATION (THE “Company”), and (“Indemnitee”).
— ] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2014 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ — ] shares (the “Firm Shares”) of the common stock, par value $.0001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional [ — ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
AUSPEX PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 20th, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of January 9, 2013, by and between Square 1 Bank (“Bank”) and AUSPEX PHARMACEUTICALS, INC. (“Borrower”).
AGREEMENT AND PLAN OF MERGER among: AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015Merger Agreement • March 30th, 2015 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 29, 2015, by and among: Teva Pharmaceuticals Industries Ltd., an Israeli corporation (“Parent”); Aurum Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Auspex Pharmaceuticals, Inc. a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
l ] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2014 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ l ] shares (the “Firm Shares”) of the common stock, par value $.0001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [ l ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
ContractWarrant Agreement • November 21st, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • 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 EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
AUSPEX PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 20, 2013Investors’ Rights Agreement • December 20th, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of December 20, 2013, by and among Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A-1, Series A-2, Series A-3, Series A-4 and Series A-5 Preferred Stock set forth on Exhibit A attached hereto (the “Series A Holders”), the holders of Series B Preferred Stock set forth on Exhibit A attached hereto (the “Series B Holders”), the holders of Series C Preferred Stock set forth on Exhibit A attached hereto (the “Series C Holders”), the holders of Series D Preferred Stock set forth on Exhibit A attached hereto (the “Series D Holders”) and the holders of Series E Preferred Stock set forth on Exhibit A attached hereto (the “Series E Holders,” and together with the Series A Holders, the Series B Holders, the Series C Holders and the Series D Holders, the “Investors”).
ContractWarrant Agreement • December 20th, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONSOffice Lease • May 14th, 2014 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This LEASE, which includes the preceding Summary of Basic Lease Information and Definitions (“Summary”) attached hereto and incorporated herein by this reference (“Lease”), is made as of the 6th day of June, 2011, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and THOMAS, MCNERNEY & PARTNERS MGT., LLC, a Delaware limited liability company (“Tenant”).
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • November 21st, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This PATENT ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of September 8, 2011 (the “Effective Date”) by and between AUSPEX PHARMACEUTICALS, INC., a Delaware corporation with its registered office at 3366 North Torrey Pines Court, Suite 225, La Jolla, California, 92037 (“Auspex”), and CONCERT PHARMACEUTICALS, INC., a Delaware corporation, with its registered office at 99 Hayden Avenue, Suite 500, Lexington, MA 02421 (“Concert”). Auspex and Concert are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO LEASELease • May 14th, 2014 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into as of the 14th day of February, 2014, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
February 23, 2012 Dr. David Stamler Via Email: dstamler@auspexpharma.com Dear David:Employment Agreement • December 20th, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
This letter will confirm our discussions regarding your Employment Agreement dated February 4, 2011 as amended on August 25, 2011 and will make the following changes effective January 15, 2012.
By Electronic Mail Pratik ShahEmployment Agreement • November 21st, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
AUSPEX PHARMACEUTICALS, INC. FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 21st, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), amending the Amended and Restated Investors’ Rights Agreement by and among AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached thereto (the “Investors”) dated as of October 31, 2012 (the “Investor Rights Agreement”), is entered into as of July 11, 2013 by and among the Company and the Investors. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Investor Rights Agreement.
FIFTH AMENDMENT TO LEASELease • January 7th, 2015 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is made and entered into as of the 30th day of November, 2014, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
—] Shares AUSPEX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2015 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), and certain shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of [—] shares (the “Firm Shares”) of the common stock, par value $.0001 per share, of the Company (“Common Stock”), of which [—] shares are to be issued and sold by the Company and [—] shares are to be sold by the Selling Shareholders in the respective amounts set forth opposite their names in Schedule II hereto. The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional [—] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
SECOND AMENDMENT TO LEASELease • November 21st, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of the 13th day of November, 2012, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
Re: Amendment to Employment Offer LetterEmployment Agreement • June 13th, 2014 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • California
The Offer Letter is amended such that, effective as of the date hereof, your title shall be Vice President, Research and you shall report directly to Samuel Saks, M.D., the Company’s Chief Development Officer.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 21st, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 20, 2013, by and between SQUARE 1 BANK (“Bank”) and AUSPEX PHARMACEUTICALS, INC. (“Borrower”).
SIXTH AMENDMENT TO LEASELease • March 16th, 2015 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SIXTH AMENDMENT TO LEASE ("Sixth Amendment") is made and entered into as of the 31st day of December, 2014, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company ("Landlord") and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation ("Tenant").
FIRST AMENDMENT TO LEASELease • December 20th, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 21st day of June, 2012, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“Landlord”) and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASELease • August 7th, 2014 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of the 25th day of July, 2014, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company ("Landlord") and AUSPEX PHARMACEUTICALS, INC., a Delaware corporation ("Tenant").
August 25, 2011 Dr. David Stamler Via Email: dstamler@auspexpharma.com Dear David:Employment Agreement • November 21st, 2013 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations
This letter will confirm our discussions regarding your Employment Agreement dated February 4, 2011 and will make the following changes effective August 15, 2011.
