RECEPTOS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2014 • Receptos, Inc. • Pharmaceutical preparations • New York
LEASE by and between BMR-10835 ROAD TO THE CURE LLC, a Delaware limited liability company and APOPTOS, INC., a Delaware corporationLease • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
This Work Letter (the “Work Letter”) is made and entered into as of the 24th day of August, 2007, by and between BMR-ROAD TO THE CURE LLC, a Delaware limited liability company (“Landlord”), and APOPTOS, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of that certain Lease dated as of August 24, 2007 (the “Lease”), by and between Landlord and Tenant for the Premises located at 10835 Road to the Cure in San Diego, California. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Lease.
RECEPTOS, INC.Stock Option Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 16th, 2013 • Receptos, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 2013, between Receptos, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”),
RECEPTOS, INC.Stock Option Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement — Early Exercise (the “Option Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2014 • Receptos, Inc. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is made and entered into effective as of November 25, 2013, by and between Receptos, Inc. (the “Company”) and Christian Waage (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties.”
LEASE AGREEMENTLease Agreement • April 28th, 2014 • Receptos, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 22nd day of April, 2014, between ARE-SD REGION NO. 35, LLC, a Delaware limited liability company (“Landlord”), and RECEPTOS, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER by and among CELGENE CORPORATION, STRIX CORPORATION and RECEPTOS, INC. Dated as of July 14, 2015Merger Agreement • July 16th, 2015 • Receptos, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 14, 2015 by and among Celgene Corporation, a Delaware corporation (“Parent”), Strix Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Receptos, Inc., a Delaware corporation (the “Company”).
RECEPTOS, INC. RESTRICTED STOCK ISSUANCE AGREEMENT (Marcus Boehm)Restricted Stock Issuance Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
THIS RESTRICTED STOCK ISSUANCE AGREEMENT (this “Agreement”) is made as of July 30, 2009 by and between Receptos, Inc., a Delaware corporation (the “Company”), and Marcus Boehm, an individual (the “Stockholder”).
SECOND AMENDMENT TO LEASELease • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
designate Ferguson Pape Baldwin Architects as the architect and Prevost Construction Inc. as the general contractor for the Tenant Improvements. Attached as Exhibit C-1 to this Work Letter is a preliminary estimate of the costs of construction of the Tenant Improvements (“Preliminary Cost Estimate”).
LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and RECEPTOS, INC., a Delaware corporationLicense Agreement • April 16th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
This License Agreement is entered into and made effective as of this 18th day of June, 2009 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and RECEPTOS, INC. (formerly Receptor Pharmaceuticals, Inc.), a Delaware corporation (“Company”), each located at the respective address set forth in Section 14.15 below, with respect to the facts set forth below.
DEVELOPMENT LICENSE AND OPTION AGREEMENT between ABBVIE BAHAMAS LTD., ABBVIE INC. and RECEPTOS, INC. Dated as of October 3, 2012Development License and Option Agreement • April 16th, 2013 • Receptos, Inc. • Pharmaceutical preparations • New York
This Development License and Option Agreement is made and entered into effective as of October 3, 2012 (the “Development Agreement Effective Date”) by and between AbbVie Inc., a corporation of the state of Delaware, having its principal place of business at 1 North Waukegan Road, North Chicago, Illinois 60064 (“AI”) and AbbVie Bahamas Ltd., a corporation organized and existing under the laws of the Bahamas having its principal place of business at Sassoon House, Shirley Street & Victoria Avenue, New Providence, Nassau, The Bahamas (“ABL”) (AI and ABL are herein referred to individually and collectively, as applicable, as “AbbVie”), and Receptos, Inc. a corporation of the state of Delaware, having a principal place of business at 10835 Road to the Cure, #205, San Diego, California 92121 (“Receptos”). AbbVie and Receptos are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECEPTOS CONFIDENTIAL COLLABORATION AGREEMENTCollaboration Agreement • April 16th, 2013 • Receptos, Inc. • Pharmaceutical preparations • New York
This Collaboration Agreement (the “Agreement”) is made as of December 20, 2010 (the “Effective Date”) by and between Receptos, Inc., a Delaware corporation (“Receptos”) located at 10835 Road to the Cure, Suite #205, San Diego, California 92121 and Eli Lilly and Company, an Indiana corporation (“Lilly”) having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 USA.
COLLABORATION AGREEMENTCollaboration Agreement • April 16th, 2013 • Receptos, Inc. • Pharmaceutical preparations • New York
This Collaboration Agreement (the “Agreement”) is made as of December 5, 2011 (the “Effective Date”) by and between Receptos, Inc. (“Receptos”), a Delaware corporation located at 10835 Road to the Cure, Suite #205, San Diego, California 92121, USA and Ono Pharmaceutical Co., Ltd. (“ONO”), a corporation organized under the laws of Japan, having its principal place of business at 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan.
RECEPTOS CONFIDENTIAL LICENSE AND TECHNOLOGY TRANSFER AGREEMENTLicense and Technology Transfer Agreement • April 16th, 2013 • Receptos, Inc. • Pharmaceutical preparations • New York
This License and Technology Transfer Agreement (the “Agreement”) is made as of December 28, 2010 (the “Effective Date”) by and between Receptos, Inc., a Delaware corporation (“Receptos”) located at 10835 Road to the Cure, Suite #205, San Diego, California 92121 and Ortho-McNeil-Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (“Company”) having an address at 1125 Trenton-Harbour Road, Titusville, New Jersey 08650.
RECEPTOS, INC. 2013 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on April 18, 2018) (Approved by the Stockholders on April 18, 2018) RECEPTOS, INC. 2013 STOCK INCENTIVE PLAN2013 Stock Incentive Plan • April 25th, 2013 • Receptos, Inc. • Pharmaceutical preparations
OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO: SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTSeries B Preferred Stock Purchase Agreement; Third Amended and Restated Investors’ Rights Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
This Omnibus Approval and Amendment (this “Amendment”) is made as of March 6, 2012, by and among RECEPTOS, INC., a Delaware corporation (the “Company”), the New Party (as defined below), and the stockholders of the Company tendering signature pages hereto with respect to the following: (i) that certain Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”), made and entered into as of February 3, 2012, by and among the Company and the Purchasers (as defined in the Purchase Agreement); and (ii) that certain Third Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), made and entered into as of February 3, 2012, by and among the Company and the Investors (as defined in the Investors’ Rights Agreement), as amended by that certain Omnibus Approval and Amendment (the “Prior Omnibus Amendment”), dated as of February 23, 2012, by and among the Company and the stockholders of the Company tendering signature pages thereto. This Amendment is made w
FIRST AMENDMENT TO DEVELOPMENT LICENSE AND OPTION AGREEMENTDevelopment License and Option Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
This First Amendment to Development License and Option Agreement (this “First Amendment”) is entered into as of January 28, 2013 (the “First Amendment Effective Date”), by and between AbbVie Inc., a corporation of the state of Delaware, having its principal place of business at 1 North Waukegan Road, North Chicago, Illinois 60064 (“AI”) and AbbVie Bahamas Ltd., a corporation organized and existing under the laws of the Bahamas having its principal place of business at Sassoon House, Shirley Street & Victoria Avenue, New Providence, Nassau, The Bahamas (“ABL”) (AI and ABL are herein referred to individually and collectively, as applicable, as “AbbVie”), and Receptos, Inc. a corporation of the state of Delaware, having a principal place of business at 10835 Road to the Cure, #205, San Diego, California 92121 (“Receptos”). AbbVie and Receptos are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herei
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
THIS FIRST AMENDMENT (“Amendment”) to that certain LICENSE AGREEMENT dated June 18, 2009 (“License Agreement”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and RECEPTOS, INC., a Delaware corporation (“Licensee”), is entered into and effective as of June 13, 2011. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the License Agreement.
CONSULTING AGREEMENTConsulting Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
This is to confirm the agreement between Raymond Stevens (“Consultant”), and Receptos, Inc. (formerly known as Receptor Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), for consulting services (the “Agreement”). The terms and conditions of the arrangements between Consultant and the Company are as follows:
RECEPTOR PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
This Common Stock Purchase Agreement (the “Agreement”) is made as of January 20, 2009 by and between Receptor Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Kristina Burow (the “Purchaser”).
LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and RECEPTOR PHARMACEUTICALS, INC., a Delaware corporation EXECUTION COPYLicense Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
This License Agreement is entered into and made effective as of this 21st day of April, 2009 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and RECEPTOR PHARMACEUTICALS, INC., a Delaware corporation (“Licensee”), each located at the respective address set forth in Section 14.17 below, with respect to the facts set forth below.
OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO: SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTSeries B Preferred Stock Purchase Agreement; Third Amended and Restated Investors’ Rights Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
This Omnibus Approval and Amendment (this “Amendment”) is made as of February 23, 2012, by and among RECEPTOS, INC., a Delaware corporation (the “Company”), the New Party (as defined below), and the stockholders of the Company tendering signature pages hereto with respect to the following: (i) that certain Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”), made and entered into as of February 3, 2012, by and among the Company and the Purchasers (as defined in the Purchase Agreement); and (ii) that certain Third Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), made and entered into as of February 3, 2012, by and among the Company and the Investors (as defined in the Investors’ Rights Agreement). This Amendment is made with reference to the following:
RECEPTOS, INC. RESTRICTED STOCK ISSUANCE AGREEMENT (William Rastetter)Restricted Stock Issuance Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
THIS RESTRICTED STOCK ISSUANCE AGREEMENT (this “Agreement”) is made as of July 30, 2009 by and between Receptos, Inc., a Delaware corporation (the “Company”), and William Rastetter, an individual (the “Stockholder”).
THIRD AMENDMENT TO LEASELease • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
TENDER AND SUPPORT AGREEMENT by and among CELGENE CORPORATION, STRIX CORPORATION, and EACH OF THE STOCKHOLDERS NAMED HEREIN Dated as of July 14, 2015Tender and Support Agreement • July 16th, 2015 • Receptos, Inc. • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT, dated as of July 14, 2015 (this “Agreement”), by and among Celgene Corporation, a Delaware corporation (“Parent”), Strix Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and each of the stockholders of Receptos, Inc., a Delaware corporation (the “Company”), named in Schedule 1 attached hereto (each, a “Principal Holder”).
FIRST AMENDMENT TO LEASELease • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 30th day of March, 2008, by and between BMR-10835 ROAD TO THE CURE LLC, a Delaware limited liability company (“Landlord”), and APOPTOS, INC., a Delaware corporation (“Tenant”).
THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of February 3, 2012, by and among RECEPTOS, INC., a Delaware corporation (the “Company”), each Investor (as defined below) and each Key Holder (as defined below).
FIRST AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
This AMENDMENT (the “Amendment”), dated as of March 14, 2011, to that certain Collaboration Agreement dated December 20, 2010 by and between Receptos, Inc., a Delaware corporation (“Receptos”) having its principal place of business at 10835 Road to the Cure, 2nd Floor, San Diego, CA 92121, and Eli Lilly and Company, an Indiana corporation (“Lilly”) having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 USA, (the “Agreement”) is entered into by Receptos and Lilly (collectively, the “Parties”). The Parties agree to amend the Agreement as set forth herein:
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
THIS AMENDMENT (“Amendment”) to that certain LICENSE AGREEMENT dated June 18, 2009 (“License Agreement”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and RECEPTOS, INC., a Delaware corporation (“Licensee”), is entered into and effective as of April 2, 2012. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the License Agreement.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of February 3, 2012, by and among RECEPTOS, INC., a Delaware corporation (the “Company”) and each of the parties listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
APPROVAL WITH RESPECT TO SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
This Approval (this “Approval”) is made as of March 6, 2012, by and among RECEPTOS, INC., a Delaware corporation (the “Company”), the New Party (as defined below), and the stockholders of the Company tendering signature pages hereto with respect to that certain Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”), made and entered into as of February 3, 2012, by and among the Company and the Purchasers (as defined in the Purchase Agreement). Defined terms used herein but not otherwise defined shall have their respective meanings as set forth in the Purchase Agreement.
SECOND AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT (the “Second Amendment”), dated as of March 1, 2011, to that certain Collaboration Agreement dated December 20, 2010 (the “Agreement”) by and between Receptos, Inc., a Delaware corporation (“Receptos”) having its principal place of business at 10835 Road to the Cure, 2nd Floor, San Diego, CA 92121, and Eli Lilly and Company, an Indiana corporation (“Lilly”) having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 USA, is entered into by Receptos and Lilly (collectively, the “Parties”). The Parties agree to amend the Agreement as set forth herein:
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • California
This is to confirm the agreement between Edward Roberts (“Consultant”), and Receptos, Inc., a Delaware corporation (the “Company”), for consulting services (the “Agreement”).
ASSIGNMENTAssignment • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations
THIS ASSIGNMENT (this “Assignment”), entered into as of June 8, 2010, by and between APOPTOS, INC., a Delaware corporation (“Apoptos”), and RECEPTOS, INC., a Delaware corporation (“Receptos”), is made with reference to the following facts:
