Exhibit C --------- REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of this ___ day of March, 2002 by and among GENOME THERAPEUTICS CORP., a Massachusetts...Registration Rights Agreement • March 6th, 2002 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 10.37 SECOND AMENDMENT TO LEASE ------------------------- REFERENCE is made to that certain Lease dated June 1, 1992 by and between South Shore Bank, as landlord, and Collaborative Research Incorporated, as tenant, as amended by that certain...Genome Therapeutics Corp • November 27th, 1996 • In vitro & in vivo diagnostic substances
EXHIBIT 10.3Registration Rights Agreement • March 16th, 2000 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
AMONGLoan Agreement • November 28th, 1997 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances
Exhibit 4.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THIS SECURITY MAY NOT BE...Genome Therapeutics Corp • June 5th, 2003 • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 10.26 GENOME THERAPEUTICS CORP. REGISTRATION RIGHTS AGREEMENT This AGREEMENT (the "Agreement") is made as of March 20, 1995 by and among Genome Therapeutics Corp., a Massachusetts corporation (the "Company") and the persons whose names are...Registration Rights Agreement • November 29th, 1995 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
RECITALSStock Purchase Agreement • March 31st, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Delaware
2- 3 Underwriter and payment of the purchase price by certified or official bank check or checks payable in New York Clearing House (next day) funds to the Company shall take place at the offices of Hale and Dorr specified above at the time and on the...Underwriting Agreement • January 19th, 1996 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York
Exhibit 10.62 PORTIONS OF THIS EXHIBIT WERE OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE...Confidential Treatment • March 31st, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Delaware
RecitalsPurchase Agreement • March 6th, 2002 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York
1 Exhibit 10.43 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement ("this Agreement") is made as of March 9, 1998 between Genome Therapeutics Corp., a Massachusetts corporation (the "Borrower"), and Fleet National Bank (the "Bank"). For good...Loan Modification Agreement • July 10th, 1998 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances
UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2000 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York
2- 3 conversion notice minus a number of shares equal to (x) the Warrant Price multiplied by (y) the number of shares designated in the conversion notice divided by (z) the Current Market Price.Genome Therapeutics Corp • November 29th, 1995 • In vitro & in vivo diagnostic substances
Exhibit 10.47 COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • January 11th, 2000 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
1 - 2 1.3. The Closing. Subject to the other terms and conditions of this Agreement, the purchase and sale of the Units (the "Closing") will take place on March 20, 1995, at 10:00 a.m. Boston time, at the offices of Ropes & Gray, One International...Stock and Warrant Purchase Agreement • November 29th, 1995 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
EXHIBIT 4(a) GENOME THERAPEUTICS CORP. STOCK OPTION AGREEMENT (Non-Statutory Option) Non-Statutory Stock Option granted by Genome Therapeutics Corp., a Massachusetts corporation (the "Company"), to [Optionee], a director of the Company (the...Stock Option Agreement • July 2nd, 1997 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
PURCHASE AGREEMENTPurchase Agreement • April 12th, 2006 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS AGREEMENT is made as of the 5th day of April, 2006, by and between Oscient Pharmaceuticals Corporation (the “Company”), a corporation organized under the laws of The Commonwealth of Massachusetts, with its principal offices at 1000 Winter Street, Suite 2200, Waltham, MA 02451, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).
EXHIBIT 4.2 AMENDMENT, REDEMPTION AND EXCHANGE AGREEMENT This AMENDMENT, REDEMPTION AND EXCHANGE AGREEMENT ("Agreement") is made as of this 4th day of June, 2003 by and between GENOME THERAPEUTICS CORP., a Massachusetts corporation (the "Company"),...Redemption and Exchange Agreement • June 5th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (1) (iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G/A filed on...Joint Filing Agreement • June 10th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances
In accordance with Rule 13d-1(k) (1) (iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G/A filed on June 10, 2003 (including amendments thereto) with respect to the common stock of Genome Therapeutics Corp.
EXHIBIT 4(a) GENOME THERAPEUTICS CORP. RESTRICTED STOCK AWARD AGREEMENT Pursuant to this Restricted Stock Award Agreement between the undersigned and Genome Therapeutics Corp. (the "Company"), the undersigned is advised that the Board of Directors of...Genome Therapeutics Corp • December 17th, 1999 • In vitro & in vivo diagnostic substances
PLEDGE AGREEMENTPledge Agreement • August 9th, 2004 • Oscient Pharmaceuticals Corp • In vitro & in vivo diagnostic substances • New York
PLEDGE AGREEMENT, dated as of May 10, 2004 (this “Agreement”), by and among Oscient Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Grantor”), having its principal office at 100 Beaver Street, Waltham, MA 02453, and U.S. Bank National Association (“U.S. Bank”), a national banking association, (i) in its capacity as trustee (the “Trustee”) for the holders (the “Holders”) of the Securities (as hereinafter defined) issued by the Grantor under the Indenture referred to below and (ii) in its individual capacity, as securities intermediary (in such capacity, the “Pledged Securities Intermediary”) at its office at One Federal Street, 3rd Floor, Boston, Massachusetts 02110 (the “Account Office”) with respect to the Pledge Account (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Indenture.
EXHIBIT 10.46 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of March 15,1996, by and between Genome Therapeutics Corp. (hereinafter called the "Corporation"), a Massachusetts Corporation, and Robert J. Hennessey, an individual with a...Employment Agreement • November 25th, 1998 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
February 28, 1997 Fleet National Bank 75 State Street Boston, MA 02109 Gentlemen: This letter agreement will set forth certain understandings between Genome Therapeutics Corp., a Massachusetts corporation (the "Borrower") and Fleet National Bank (the...Genome Therapeutics Corp • July 15th, 1997 • In vitro & in vivo diagnostic substances • Massachusetts
EXHIBIT 10.28 AGREEMENT28 Agreement • February 12th, 1996 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
3.50% Convertible Senior Notes Due 2011Oscient Pharmaceuticals Corp • April 18th, 2007 • Pharmaceutical preparations • New York
INDENTURE, dated as of , 2007, between Oscient Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, as Issuer (the “Company”), having its principal office at 1000 Winter Street, Suite 2200, Waltham, MA 02451 and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
OSCIENT PHARMACEUTICALS CORPORATION as Issuer and GUARDIAN II ACQUISITION CORPORATION as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [*] 12.50% Convertible Senior Notes Due 2011Indenture • November 7th, 2008 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations • New York
INDENTURE, dated as of [*], between Oscient Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, as Issuer (the “Company”), having its principal office at 1000 Winter Street, Suite 2200, Waltham, MA 02451, Guardian II Acquisition Corporation, a Delaware Corporation, having its principal office at 1000 Winter Street, Suite 2200, Waltham, MA 02451, as Guarantor (the “Guarantor”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
3.50% Convertible Senior Notes Due 2011Indenture • May 4th, 2007 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations • New York
INDENTURE, dated as of May 1, 2007, between Oscient Pharmaceuticals Corporation, a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, as Issuer (the “Company”), having its principal office at 1000 Winter Street, Suite 2200, Waltham, MA 02451 and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
OSCIENT PHARMACEUTICALS CORPORATION 3½% Senior Convertible Notes due 2011 REGISTRATION RIGHTS AGREEMENT May 10, 2004Registration Rights Agreement • August 9th, 2004 • Oscient Pharmaceuticals Corp • In vitro & in vivo diagnostic substances • New York
Oscient Pharmaceuticals Corporation, a Massachusetts corporation (the “Company”), proposes to issue and sell (such issuance and sale, the “Initial Placement”) to the Initial Purchasers (as defined below), upon the terms set forth in a purchase agreement, dated May 4, 2004 (the “Purchase Agreement”), $125,000,000 aggregate principal amount, plus an option (the “Option”) to purchase up to an additional $18,750,000 aggregate principal amount, of its 3½% Senior Convertible Notes due 2011 (the “Securities”). The Securities will be convertible into shares of Common Stock (as defined herein), at the conversion price set forth in the Offering Memorandum (as defined herein), as the same may be adjusted from time to time pursuant to the Indenture (as defined herein). As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Company agrees with you, (i) for your benefit and (ii) for the benefit of the Holders (as defined he
DEALER MANAGER AGREEMENT October , 2008Dealer Manager Agreement • October 21st, 2008 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations • New York
AMONGCollaboration and License Agreement • February 13th, 1996 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
BETWEENCollaboration and License Agreement • April 10th, 2000 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
VICURON PHARMACEUTICALS INC. AND OSCIENT PHARMACEUTICALS CORPORATION ASSIGNMENT AND TERMINATION AGREEMENTAssignment and Termination Agreement • May 10th, 2006 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS ASSIGNMENT AND TERMINATION AGREEMENT (the “Agreement”) is made effective as of the 3RD day of February, 2006 (the “Effective Date”) by and between Oscient Pharmaceuticals Corporation (formerly known as Genome Therapeutics Corporation), a Massachusetts corporation having its principal place of business at 1000 Winter Street, Suite 2200, Waltham, MA 02451, USA (“Oscient”) and Vicuron Pharmaceuticals Inc., a Delaware corporation with its principal place of business at 455 South Gulph Road, Suite 305, King of Prussia, PA 19406, USA (for itself and as successor-in-interest to Biosearch Italia, “Vicuron”). Oscient and Vicuron are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Re: Second Amendment to Employment Agreement Dear Steve:Employment Agreement • August 9th, 2006 • Oscient Pharmaceuticals Corp • Pharmaceutical preparations
This Agreement amends the Employment Agreement between you and Oscient Pharmaceuticals Corporation (the “Company”) dated as of June 15, 2001, as subsequently amended by the Amendment to Employment Agreement dated as of February 5, 2004 (as so amended, the “Employment Agreement”). Capitalized terms in this Agreement shall have the meaning ascribed to them in the Employment Agreement unless otherwise expressly provided in this Agreement.
BIOSEARCH ITALIA, S.P.A. AND GENOME THERAPEUTICS CORPORATIONLicense and Supply Agreement • November 12th, 2002 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York
1 EXHIBIT 4(b) GENOME THERAPEUTICS CORP. STOCK OPTION AGREEMENT (Non-Statutory Option) NON-STATUTORY STOCK OPTION granted by Genome Therapeutics Corp., a Massachusetts corporation (the "Company"), to Steven M. Rauscher an employee of the Company (the...Stock Option Agreement • April 4th, 2001 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Massachusetts
