Exhibit 10.3 GENELABS TECHNOLOGIES, INC. 2001 STOCK OPTION PLAN ---------------------- NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in...Nonqualified Stock Option Agreement • June 16th, 2005 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
Company andUnderwriting Agreement • October 22nd, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
Exhibit 10.1 FORM OF PURCHASE AGREEMENT Genelabs Technologies, Inc. 505 Penobscot Drive Redwood City, California 94063 Attention: Chief Executive Officer Ladies and Gentlemen: Each of the undersigned investors (each individually, an "Investor" and...Purchase Agreement • July 3rd, 2002 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
COMMON STOCK PURCHASE AGREEMENT ii. 4 GENELABS TECHNOLOGIES, INC.Common Stock Purchase Agreement • November 25th, 1996 • Genelabs Technologies Inc /Ca • In vitro & in vivo diagnostic substances • California
Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:Indenture • September 8th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
RECITALSLease • November 12th, 1997 • Genelabs Technologies Inc /Ca • In vitro & in vivo diagnostic substances
TO [Bank] IndentureIndenture • September 8th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
AGREEMENTConsulting Agreement • March 26th, 1997 • Genelabs Technologies Inc /Ca • In vitro & in vivo diagnostic substances • California
AGREEMENTSeverance Agreement • March 29th, 2002 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
FORM OF WARRANTWarrant Agreement • September 8th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
AGREEMENTLicensing Agreement • March 26th, 1997 • Genelabs Technologies Inc /Ca • In vitro & in vivo diagnostic substances • California
1 EXHIBIT 10.17 **CONFIDENTIAL TREATMENT REQUESTED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 30th, 2001 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
EXHIBIT 10.19 FIFTH AMENDMENT TO LEASE This Fifth Amendment to Lease ("Amendment") is entered into, and dated for reference purposes, as of September 25, 2002 (the "Execution Date") by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York...Lease • November 14th, 2002 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
RECITALSCollaborative Research and License Agreement • March 26th, 1999 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • Delaware
SECOND AMENDMENT TO THE HEADS OF AGREEMENTHeads of Agreement • March 26th, 1999 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
EXHIBIT 99.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF JULY 10, 2000 BY AND BETWEEN GENELABS TECHNOLOGIES, INC.Common Stock Purchase Agreement • July 10th, 2000 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2003, among Genelabs Technologies, Inc., a California corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • May 6th, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2006 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this “Agreement”), is made among Genelabs Technologies, Inc., a California corporation (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.
AGREEMENT AND PLAN OF MERGER among SMITHKLINE BEECHAM CORPORATION, GEMSTONE ACQUISITION CORPORATION and GENELABS TECHNOLOGIES, INC. Dated as of October 29, 2008Merger Agreement • November 3rd, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2008 (this “Agreement”), among SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”), Gemstone Acquisition Corporation, a California corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and Genelabs Technologies, Inc., a California corporation (the “Company”).
12,874,547 Shares Warrants to Purchase 2,574,911 Shares Genelabs Technologies, Inc. Common Stock (No Par Value) PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 26th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
Genelabs Technologies, Inc., a California corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 12,874,547 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”) and warrants to purchase up to 2,574,911 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) in the form attached hereto as Exhibit B. The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares.” The Company hereby confirms its agreement with Deutsche Bank Securities Inc. (the “Placement Agent”), as set forth below. The Securities are more fully described in the Re
RECITALSLicense and Collaboration Agreement • May 7th, 2004 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
TENDER AND SHAREHOLDER SUPPORT AGREEMENTTender and Shareholder Support Agreement • November 3rd, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
This TENDER AND SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated October ___, 2008, is by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”), Gemstone Acquisition Corporation, a California corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and certain shareholders of Genelabs Technologies, Inc., a California corporation (the “Company”), set forth on Schedule A hereto (each a “Shareholder” and, collectively the “Shareholders”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this “Agreement”), is made among Genelabs Technologies, Inc., a California corporation (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.
BETWEENLicense and Research Collaboration Agreement • November 4th, 2004 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
CONSULTING AGREEMENTConsulting Agreement • June 19th, 2006 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
THIS AGREEMENT is by and between Genelabs Technologies, Inc. (“Genelabs”), a California corporation with its principal place of business at 505 Penobscot Drive, Redwood City, CA 94063 and Consultant.
October 2, 2008 Kenneth E. Schwartz, M.D. [ADDRESS] Re: Continuation of Health Benefits under COBRA Dear Ken:Continuation of Health Benefits Under Cobra • October 7th, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations
As you are aware, Genelabs will continue your group coverage for health insurance through October 31, 2008. You have the right to continue your group health insurance coverage for up to eighteen months following the termination of your employment pursuant to COBRA.
CONSULTING AGREEMENTConsulting Agreement • October 30th, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
THIS AGREEMENT is by and between Genelabs Technologies, Inc. (“Genelabs”), a California corporation with its principal place of business at 505 Penobscot Drive, Redwood City, CA 94063 and Consultant.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 12th, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
This Change in Control Agreement (the “Agreement”) is made by and between Genelabs Technologies, Inc. (“Genelabs”) and Daniel Clint Webb (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this “Agreement”), is made among Genelabs Technologies, Inc., a California corporation (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.
FORM OF PURCHASE AGREEMENTPurchase Agreement • October 1st, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 11th, 2008 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • California
THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into as of February 9, 2008 between Genelabs Technologies, Inc. (the "Company") and James A.D. Smith ("Employee") (together the "Parties").
SUBSCRIPTION AGREEMENTSubscription Agreement • September 26th, 2007 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
LICENSE AND RESEARCH COLLABORATION AGREEMENT between GENELABS TECHNOLOGIES, INC. and NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.License and Research Collaboration Agreement • August 3rd, 2006 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) dated as of June 2, 2006 (the “Effective Date”) is made between Genelabs Technologies, Inc., a California corporation having its principal place of business at 505 Penobscot Drive, Redwood City, California 94063 (“Genelabs”), and Novartis Institutes for BioMedical Research, Inc., a Delaware corporation having its principal place of business at 250 Massachusetts Avenue, Cambridge, Massachusetts 02142 (“PHARMA”).
GENELABS TECHNOLOGIES, INC. Company and NATEXIS BLEICHROEDER INC. Agent AGENCY AGREEMENT Dated as of September 30, 2003Agency Agreement • October 1st, 2003 • Genelabs Technologies Inc /Ca • Pharmaceutical preparations • New York
