1 EXHIBIT B TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of September 12, 1997 by and among INSITE VISION INCORPORATED, a corporation organized under the laws of the State of...Registration Rights Agreement • September 29th, 1997 • Insite Vision Inc • Pharmaceutical preparations • New York
BETWEENLicense Agreement • March 31st, 1999 • Insite Vision Inc • Pharmaceutical preparations • New York
NOTEPromissory Note • September 23rd, 2003 • Insite Vision Inc • Pharmaceutical preparations
INSITE VISION INCORPORATED AND PHARMACIA & UPJOHN ABStock Purchase Agreement • March 30th, 2000 • Insite Vision Inc • Pharmaceutical preparations • New York
EXHIBIT 10.44 CREDIT AGREEMENTCredit Agreement • March 30th, 2000 • Insite Vision Inc • Pharmaceutical preparations • New York
1 EXHIBIT 99.3 INSITE VISION INCORPORATED 1994 STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • July 28th, 1998 • Insite Vision Inc • Pharmaceutical preparations • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 31st, 2014 • Insite Vision Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2014 by and between InSite Vision Incorporated, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
January 9, 2001 S. Kumar Chandrasekaran Chairman InSite Vision Incorporated 965 Atlantic Avenue Alameda, CA 94501 Dear Dr. Chandrasekaran: The purpose of this letter agreement (the "Agreement") is to set forth the terms and conditions pursuant to...Placement Agent Agreement • February 2nd, 2001 • Insite Vision Inc • Pharmaceutical preparations • New York
EXECUTED VERSION CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. PREFERRED STOCK PURCHASE AGREEMENT THIS PREFERRED STOCK...Preferred Stock Purchase Agreement • November 14th, 2002 • Insite Vision Inc • Pharmaceutical preparations • New York
3. 4 Company of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under...Stock Purchase Agreement • January 27th, 1997 • Insite Vision Inc • Pharmaceutical preparations • California
EXHIBIT 10.42 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ISV-403 TECHNOLOGY LICENSE AGREEMENT NOTE: THE LICENSE GRANTED...Technology License Agreement • November 14th, 2002 • Insite Vision Inc • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • September 23rd, 2003 • Insite Vision Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2011 • Insite Vision Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July , 2011, by and among Insite Vision Incorporated, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2011 • Insite Vision Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 2011 by and among Insite Vision Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • October 13th, 2006 • Insite Vision Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
INDENTURE dated as of February 21, 2008 by and between AZITHROMYCIN ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, as initial trustee of the Notes described hereinIndenture • May 12th, 2008 • Insite Vision Inc • Pharmaceutical preparations • New York
This INDENTURE, dated as of February 21, 2008, is by and between AZITHROMYCIN ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes described herein.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2006 • Insite Vision Inc • Pharmaceutical preparations • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between INSITE VISION INCORPORATED, a Delaware corporation having a place of business at 965 Atlantic Avenue, Alameda, California 94501 (the “Company”) and the undersigned (each, a “Subscriber” and collectively, the “Subscribers”).
ARTICLE I. TERMINATION OF THE ISV-900 PROJECT AGREEMENTTermination and Release Agreement • March 30th, 2001 • Insite Vision Inc • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among INSITE VISION INCORPORATED, RANBAXY, INC. and THEA ACQUISITION CORP. Dated as of September 15, 2015Merger Agreement • September 15th, 2015 • Insite Vision Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 15, 2015, is by and among INSITE VISION INCORPORATED, a Delaware corporation (the “Company”), RANBAXY, INC., a Delaware corporation (“Parent”), and THEA ACQUISITION CORP., a Delaware corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub” and, together with Parent and the Company, the “Parties” and each, individually, a “Party”).
RECITALSLicense Agreement • April 1st, 2002 • Insite Vision Inc • Pharmaceutical preparations • Connecticut
AGREEMENT AND PLAN OF MERGER by and among INSITE VISION INCORPORATED, QLT INC. and ISOTOPE ACQUISITION CORP. Dated as of June 8, 2015Merger Agreement • June 8th, 2015 • Insite Vision Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 8, 2015, is by and among INSITE VISION INCORPORATED, a Delaware corporation (the “Company”), QLT INC., a corporation incorporated under the laws of British Columbia (“Parent”), and ISOTOPE ACQUISITION CORP., a Delaware corporation and a wholly owned indirect Subsidiary of Parent (“Merger Sub” and, together with Parent and the Company, the “Parties” and each, individually, a “Party”).
EXHIBIT 10.17 - FACILITIES LEASE MARINA VILLAGE INDUSTRIAL GROSS OFFICE LEASE BASIC LEASE INFORMATION Date: September 1, 1996 Landlord: ALAMEDA REAL ESTATE INVESTMENTS, a California limited partnership Tenant: INSITE VISION INCORPORATED, Lease...Facilities Lease • March 5th, 1997 • Insite Vision Inc • Pharmaceutical preparations
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • July 28th, 1998 • Insite Vision Inc • Pharmaceutical preparations
ContractWarrant Agreement • March 29th, 2004 • Insite Vision Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE SECURITIES ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 13th, 2006 • Insite Vision Inc • Pharmaceutical preparations • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 2, 2006 by and among InSite Vision Incorporated, a Delaware corporation (the “Company”), and each of the subscribers set forth on Schedule 1 hereto (each a “Subscriber” and collectively, the “Subscribers”).
WARRANT TO PURCHASE COMMON STOCK of INSITE VISION INCORPORATED Void after September 22, 2008Warrant Agreement • July 6th, 2004 • Insite Vision Inc • Pharmaceutical preparations • California
This certifies that, for value received, J.P. Turner & Company, LLC., or registered assigns (“Holder”), is entitled, subject to the terms set forth below, to purchase from INSITE VISION INCORPORATED, a Delaware corporation (the “Company”), eighty one thousand nine hundred sixty seven (81,967) shares of the Common Stock, $0.01 par value per share, of the Company (“Common Stock”), as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant, and any warrants delivered in substitution or exchange for this Warrant as
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among INSITE VISION INCORPORATED, RANBAXY, INC. and THEA ACQUISITION CORP. Dated as of September 28, 2015Agreement and Plan of Merger • September 28th, 2015 • Insite Vision Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 28, 2015, is by and among INSITE VISION INCORPORATED, a Delaware corporation (the “Company”), RANBAXY, INC., a Delaware corporation (“Parent”), and THEA ACQUISITION CORP., a Delaware corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub” and, together with Parent and the Company, the “Parties” and each, individually, a “Party”) and amends and restates in its entirety that certain Agreement and Plan of Merger, dated September 15, 2015.
INSITE VISION INCORPORATED SENIOR SECURED NOTESenior Secured Note • August 22nd, 2003 • Insite Vision Inc • Pharmaceutical preparations • California
FOR VALUE RECEIVED, InSite Vision Incorporated, a Delaware corporation (the “Maker”), promises to pay to the order of MHU Ventures, Inc. (“Holder”), at , the principal sum of Fifty Thousand Dollars ($50,000.00), together with all accrued interest thereon, upon the terms and conditions specified below. This Note is secured by that certain Security Agreement dated as of July 15, 2003, as the same may be amended from time to time. This Senior Secured Note replaces the Promissory Note to the Holder originally dated June 30, 2003, and the Waiver to Promissory Note dated July 15, 2003.
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among INSITE VISION INCORPORATED, QLT INC. and ISOTOPE ACQUISITION CORP. Dated as of June 8, 2015, as amended and restated August 26, 2015Agreement and Plan of Merger • August 27th, 2015 • Insite Vision Inc • Pharmaceutical preparations • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 26, 2015 (the “Execution Date”), is by and among INSITE VISION INCORPORATED, a Delaware corporation (the “Company”), QLT INC., a corporation incorporated under the laws of British Columbia (“Parent”), and ISOTOPE ACQUISITION CORP., a Delaware corporation and a wholly owned indirect Subsidiary of Parent (“Merger Sub” and, together with Parent and the Company, the “Parties” and each, individually, a “Party”), and amends and restates in its entirety that certain Agreement and Plan of Merger, dated June 8, 2015, as amended and restated July 16, 2015.
LICENSE AGREEMENT by and between INSPIRE PHARMACEUTICALS, INC. and INSITE VISION INCORPORATED Dated as of February 15, 2007License Agreement • May 10th, 2007 • Insite Vision Inc • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”), dated as of February 15, 2007 (the “Effective Date”), is made by and between Inspire Pharmaceuticals, Inc., a Delaware corporation having its principal office at 4222 Emperor Blvd., Suite 200, Durham, NC 27703 (“Inspire”), and InSite Vision Incorporated, a Delaware corporation having its principal office at 965 Atlantic Ave., Alameda, CA 94501 (“InSite”). Inspire and InSite are each sometimes referred to individually as a “Party” and together as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED BY INSITE VISION INCORPORATED— CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 7th, 2013 • Insite Vision Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO LICENSE AGREEMENT (the “Second Amendment”) is made and effective as of June 13, 2013 (the “Second Amendment Effective Date”), by and between Inspire Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“Inspire”), and InSite Vision Incorporated, a Delaware corporation having its principal office at 965 Atlantic Ave., Alameda, CA 94501 (“InSite”). Inspire and InSite are each referred to herein as a “Party” and collectively as the “Parties”.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 6th, 2004 • Insite Vision Inc • Pharmaceutical preparations • California
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
SUPPLY AGREEMENT FOR ACTIVE PHARMACEUTICAL INGREDIENT by and between INSPIRE PHARMACEUTICALS, INC. and INSITE VISION INCORPORATED Dated as of February 15, 2007Supply Agreement • May 10th, 2007 • Insite Vision Inc • Pharmaceutical preparations • New York
This SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of February, 2007 (the “Effective Date”) by and between INSPIRE PHARMACEUTICALS, INC., a Delaware corporation having its principal office at 4222 Emperor Boulevard, Suite 200, Durham, North Carolina 27703 (the “Purchaser”), and InSite Vision Incorporated, a Delaware corporation having its principal office at 965 Atlantic Avenue, Alameda, California 94501 (the “Supplier”). The Purchaser and the Supplier are sometimes referred to herein individually as a “Party” and collectively as “Parties.”
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 10th, 2007 • Insite Vision Inc • Pharmaceutical preparations • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of February 15, 2007 (the “Effective Date”), is made by and between Inspire Pharmaceuticals, Inc., a Delaware corporation having its principal office at 4222 Emperor Blvd., Suite 200, Durham, NC 27703 (“Inspire”), and InSite Vision Incorporated, a Delaware corporation having its principal office at 965 Atlantic Ave., Alameda, CA 94501 (“InSite”). Inspire and InSite are each sometimes referred to individually as a “Party” and together as the “Parties.”
1 EXHIBIT 99.8 INSITE VISION INCORPORATED 1994 STOCK OPTION PLAN NON-EMPLOYEE DIRECTOR OPTION AGREEMENT RECITALS A. Under the Automatic Option Grant Program in effect under the Corporation's 1994 Stock Option Plan (the "Plan"), the non- employee...Non-Employee Director Option Agreement • July 28th, 1998 • Insite Vision Inc • Pharmaceutical preparations • California
