PURCHASE AGREEMENT PURCHASE AGREEMENT This PURCHASE AGREEMENT ("AGREEMENT") is made as of January __, 1996 between IMRE CORPORATION, a Delaware corporation with its principal place of business at 401 Queen Anne Avenue North, Seattle, Washington 98109...Purchase Agreement • February 20th, 1996 • Imre Corp • Biological products, (no disgnostic substances) • Delaware
BY AND AMONGAsset Purchase Agreement • January 23rd, 2001 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.41 SUBLEASELease • March 31st, 1999 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Washington
Exhibit 10.24 CYPRESS BIOSCIENCE, INC. LETTERHEAD February 1, 2002 Fresenius HemoCare GmbH Adsorber Technology Division Frankfurther Str. 6-8 D-66606 St. Wendel Germany Attn: Mr. Yorck Schmidt Fresenius HemoCare, Inc. 6675 185/th/ Avenue NE, Suite 100...Letter Agreement • April 1st, 2002 • Cypress Bioscience Inc • Biological products, (no disgnostic substances)
EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 1999 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
ARTICLE 1 EMPLOYMENT; TERM; DUTIESEmployment Agreement • February 20th, 1996 • Imre Corp • Biological products, (no disgnostic substances) • California
1 EXHIBIT 10.1 SERIES A PREFERRED STOCK PURCHASE AGREEMENT CYPRESS BIOSCIENCE, INC. 4350 EXECUTIVE DRIVE, SUITE 325 SAN DIEGO, CA 92121 SEPTEMBER ____, 1998 SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT...Preferred Stock Purchase Agreement • October 28th, 1998 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
RECITALSIndemnity Agreement • March 31st, 1998 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 4.11 PURCHASE AGREEMENT PURCHASE AGREEMENT made as of December 29, 1995 by and between IMRE CORPORATION, a Delaware corporation (hereinafter referred to as "Seller") and the purchasers listed on Schedule A hereto (each of which is hereinafter...Purchase Agreement • February 20th, 1996 • Imre Corp • Biological products, (no disgnostic substances) • New York
ARTICLE 1 EMPLOYMENT; TERM; DUTIESEmployment Agreement • February 20th, 1996 • Imre Corp • Biological products, (no disgnostic substances) • California
AGREEMENTSecurities Purchase Agreement • February 21st, 2002 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Delaware
RIGHTS AGREEMENTRights Agreement • September 28th, 2010 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Delaware
Exhibit 10.14 Employment Agreement by and Between Cypress Bioscience, Inc.Employment Agreement • April 1st, 2002 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
1 EXHIBIT 10.37 CYPRESS BIOSCIENCE, INC. STOCK PURCHASE AGREEMENT 2 TABLE OF CONTENTS 1. AUTHORIZATION OF SALE OF THE SHARES....................................1 2. AGREEMENT TO SELL AND PURCHASE THE SHARES..............................1 3. DELIVERY...Stock Purchase Agreement • May 12th, 1998 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Delaware
RECITALSEmployment Agreement • August 14th, 2001 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
BETWEENWarrant Agreement • November 4th, 1996 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 2.2 AMENDED AND RESTATED LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • January 23rd, 2001 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. (S)(S) 200.80(b)(4), 200.83 and 240.24B-2 RESTATED LICENSE AGREEMENT This Restated License Agreement (the "Agreement") is entered into as of November 13, 2001 by and...License Agreement • July 22nd, 2002 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. (S)(S) 200.80(b)(4) and 240.24b-2 RESTATED LICENSE AGREEMENT This Restated License Agreement (the "Agreement") is entered into as of November 13, 2001 by and between...License Agreement • April 1st, 2002 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.39 SEPARATION AGREEMENT This SEPARATION AGREEMENT ("Agreement") is made and entered into by and between DEBBY Jo BLANK ("Employee") and CYPRESS BIOSCIENCE, INC. (the "Company"), as of the Effective Date provided for in paragraph 13 herein.Separation Agreement • March 31st, 1999 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT dated as of September 7, 1999, is made by Cypress Bioscience, Inc. ("Cypress"), a Delaware corporation having its principal place of business and chief executive office at 4350...Loan and Security Agreement • November 15th, 1999 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Illinois
EXECUTION COPYSeverance Agreement • February 20th, 1996 • Imre Corp • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 10.2 STOCKHOLDER RIGHTS AGREEMENT THIS STOCKHOLDER RIGHTS AGREEMENT, dated as of September ___, 1998 (this "Agreement"), is made by and among Cypress Bioscience, Inc., a Delaware corporation (the "Company") and the person or entity set forth...Stockholder Rights Agreement • October 28th, 1998 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
ARTICLE 1 DEFINITIONS. 1.1 Definitions......................................... ..................................................... 1 1.2 Interpretation..... ............................................................................... ....... 8...Asset Purchase Option Agreement • May 17th, 1999 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
CONSULTING AGREEMENT EFFECTIVE DATE: March 25, 2004Consulting Agreement • March 29th, 2004 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
This Consulting Agreement (the "Agreement") is made by and between Cypress Bioscience, Inc. ("Client"), a Delaware corporation, and Larry Kessel ("Consultant").
EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT is made as of ____________, 1995 by and between IMRE CORPORATION, a Delaware corporation (hereinafter referred to as the "Company") and the individual or entity whose name and signature appear on the...Exchange Agreement • November 14th, 1995 • Imre Corp • Biological products, (no disgnostic substances) • Washington
BY AND BETWEENUnits Purchase Agreement • November 4th, 1996 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 2.2 AMENDED AND RESTATED LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • January 23rd, 2001 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
EQUITY INVESTMENT AGREEMENTEquity Investment Agreement • August 14th, 2003 • Cypress Bioscience Inc • Biological products, (no disgnostic substances)
THIS EQUITY INVESTMENT AGREEMENT (the “Agreement”) is made as of June 6, 2003 (the “Effective Date”), by and between CYPRESS BIOSCIENCE, INC., a Delaware corporation having an address of 4350 Executive Drive, Suite 325, San Diego, CA 92121, U.S.A. (“Cypress”), and PIERRE FABRE MÉDICAMENT, organized under the25 laws of France having an address of 45, place Abel-Gance, 92654 Boulogne cedex, France (“Pierre Fabre”).
CONSULTING AGREEMENT EFFECTIVE DATE: April 17, 2003Consulting Agreement • June 20th, 2003 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made by and between CYPRESS BIOSCIENCE, INC. (“Client”), a Delaware corporation, and Martin Keller, M.D., (“Consultant”).
EXHIBIT 10.5 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES...Cypress Bioscience Inc • May 17th, 1999 • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 99.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH...Cypress Bioscience Inc • January 9th, 1997 • Biological products, (no disgnostic substances) • California
LETTER AGREEMENTLetter Agreement • November 9th, 2010 • Cypress Bioscience Inc • Biological products, (no disgnostic substances)
This Letter Agreement (this “Agreement”) is entered into as of August 3, 2010 (the “Effective Date”) by and between Forest Laboratories Holdings Limited (f/k/a Forest Laboratories Ireland limited), an Irish corporation (“Forest”) having its principal executive offices at Milner House, 18 Parliament Street, Hamilton, Bermuda HM12, and Cypress Bioscience, Inc., a Delaware corporation (“Cypress”), having offices at 4350 Executive Drive, Suite 325, San Diego, California, 92121, United States of America. Unless otherwise defined herein, capitalized terms shall have the respective meanings assigned to them in the License Agreement as defined below.
Cypress Bioscience, Inc. 2009 Equity Incentive Plan [Form] Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 31st, 2010 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement and in consideration of your services, Cypress Bioscience, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its 2009 Equity Incentive Plan (the “Plan”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. This Restricted Stock Unit Award Agreement shall be deemed to be agreed to by the Company and you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached. Defined terms not explicitly defined in this Restricted Stock Unit Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Restricted Stock Unit Agreement and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.
Exhibit 10.3 REGISTRATION AGREEMENTRegistration Agreement • May 17th, 1999 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
