WITNESSETH:Lease Agreement • March 28th, 2003 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
EXHIBIT 10.58 THIRD AMENDMENT TO CONSULTING AGREEMENT This THIRD AMENDMENT TO CONSULTING AGREEMENT (the "Amendment") is made as of the 1st day of January 1997 (the "Effective Date"), by and between JOHN M. PIETRUSKI, an individual residing at 27...Consulting Agreement • March 11th, 1997 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 4.10 SECOND AMENDMENT TO WARRANT AGREEMENT This SECOND AMENDMENT TO WARRANT AGREEMENT (the "Amendment"), dated as of September 10, 1999, is entered into by and between Texas Biotechnology Corporation, a Delaware corporation (the "Company")...Warrant Agreement • September 14th, 1999 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances)
COMMON STOCKUnderwriting Agreement • December 18th, 2003 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 10.29 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this 21st day of March, 2002, by and between Texas Biotechnology Corporation, a Delaware corporation having its principal executive office at 7000 Fannin, Houston,...Executive Employment Agreement • March 29th, 2002 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2000 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • New York
RECITALSTermination Agreement • March 29th, 2002 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
COMMON STOCKUnderwriting Agreement • September 8th, 2004 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 1 RIGHTS AGREEMENT RIGHTS AGREEMENT (this "Agreement") dated as of January 2, 2002, between Texas Biotechnology Corporation, a Delaware corporation (the "Company"), and The Bank of New York, a New York banking corporation, as Rights Agent (the...Rights Agreement • January 3rd, 2002 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
PURCHASE AGREEMENTPurchase Agreement • March 17th, 2005 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations
PARTIESRetirement Agreement • March 29th, 2002 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
EXHIBIT 10.57 COMMON STOCK PURCHASE AGREEMENTEscrow Agreement • November 13th, 1996 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 23rd, 2007 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2007, between Encysive Pharmaceuticals Inc., 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”).
RECITALSLease Agreement • March 28th, 2003 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
Exh. 99.1 SEVENTH AMENDMENT TO CONSULTING AGREEMENT This SEVENTH AMENDMENT TO CONSULTING AGREEMENT (the "Amendment") is effective as of the 1st day of January 2005 (the "Effective Date"), by and between JOHN M. PIETRUSKI, an individual residing at 27...Consulting Agreement • January 6th, 2005 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations
1 EXHIBIT 99.9 RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • August 14th, 2000 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Delaware
ARTICLE IPreferred Stock Investment Agreement • April 2nd, 1997 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • New York
PAGE ---- 1. Purchase and Sale of Shares . . . . . . . . . . . . . . . . . . . 1 1.1. Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2. Put Option . . . . . . . . . . . . . . . . . . . . . . . . 2 2. Representations of the Company . ....Common Stock Purchase Agreement • August 25th, 1997 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Delaware
TERMINATION AGREEMENTTermination Agreement • March 4th, 2008 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Texas
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into this 2nd day of January, 2008 to be effective as of the Effective Date (defined below), by and between Encysive Pharmaceuticals Inc., a Delaware corporation having its principal executive office at 4848 Loop Central Drive, 7th Floor, Houston, Texas 77081 (hereinafter referred to as the “Company”), and Richard A. Goeggel (hereinafter referred to as the “Executive”).
Exhibit 10.6 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 17th day of March, 2003, by and between Texas Biotechnology Corporation, a Delaware corporation having its principal executive office at...Termination Agreement • March 28th, 2003 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
3 EXHIBIT "A" (CONSULTING AGREEMENT)Consulting Agreement • May 14th, 1999 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances)
Exhibit 10.8 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this ___ day of _____ by and between Texas Biotechnology Corporation, a Delaware corporation with its principal office at 7000 Fannin, Houston,...Termination Agreement • March 28th, 2003 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
RECITALSResearch and Development Service Agreement • August 14th, 2000 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Delaware
Agreement and Plan of Merger dated as of February 20, 2008 among Pfizer Inc., Explorer Acquisition Corp. and Encysive Pharmaceuticals Inc.Agreement and Plan of Merger • February 25th, 2008 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Agreement and Plan of Merger (this “Agreement”), dated as of February 20, 2008, among Pfizer Inc., a Delaware corporation (“Parent”), Explorer Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Encysive Pharmaceuticals Inc., a Delaware corporation (the “Company”).
1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of March 13, 1997 between Texas Biotechnology Corporation, a Delaware corporation with offices at 7000 Fannin, Suite 1920, Houston, Texas 77030 ("TXB")...1 Registration Rights Agreement • April 2nd, 1997 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Delaware
COMMON STOCK PURCHASE AGREEMENT Dated October 19, 2006 by and between ENCYSIVE PHARMACEUTICALS INC. and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • October 20th, 2006 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 19th day of October 2006 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Encysive Pharmaceuticals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
EXHIBIT 99.3 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 2nd day of June, 2003, by and between Texas Biotechnology Corporation, a Delaware corporation having its principal executive office at 6700...Termination Agreement • September 11th, 2003 • Encysive Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Texas
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 12th, 2005 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Texas
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into by and between Encysive Pharmaceuticals Inc., a Delaware corporation (the “Company”) and _____________, an individual (“Grantee”) on the ___day of ________, 20___(the “Grant Date”), pursuant to the Encysive Pharmaceuticals Inc. Amended and Restated 1999 Stock Incentive Plan (the “Plan”). The Plan is incorporated by reference herein in its entirety. Capitalized terms not otherwise defined in this agreement shall have the meaning given to such terms in the Plan.
AGREEMENTAgreement • March 29th, 2002 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Delaware
1- 2 Partnership as provided in the Partnership Agreement and that it will cause its respective Subsidiaries or Affiliates who are providing services to the Partnership to perform all of their obligations and duties under any contracts with the...Formation and Performance Agreement • August 14th, 2000 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
RECITALSEndothelin License Agreement • August 14th, 2000 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Delaware
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 20th, 2007 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Texas
THIS RESTRICTED STOCK AGREEMENT (this “Agreement") is made and entered into by and between Encysive Pharmaceuticals Inc., a Delaware corporation (the “Company") and , an individual (“Grantee") on the day of , 20 , (the “Grant Date"), pursuant to the Encysive Pharmaceuticals Inc. 2007 Incentive Plan (the “Plan"). The Plan is incorporated by reference herein in its entirety. Capitalized terms not otherwise defined in this agreement shall have the meaning given to such terms in the Plan.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • July 16th, 2007 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Texas
This Separation Agreement and Release (the “Agreement”) is dated July 12 2007, and is effective on the date described in Section 14. This Agreement is made as a mutually agreed compromise between the Parties (as defined below) for the complete and final settlement of all claims, differences, and alleged causes of action existing between them as of the Effective Date.
Exhibit 10.5 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 21st day of March, 2003, by and between Texas Biotechnology Corporation, a Delaware corporation having its principal executive office at...Termination Agreement • March 28th, 2003 • Texas Biotechnology Corp /De/ • Biological products, (no disgnostic substances) • Texas
TRANSITION AGREEMENTTransition Agreement • August 9th, 2006 • Encysive Pharmaceuticals Inc • Pharmaceutical preparations • Texas
This Transition Agreement (the “Agreement”) is dated as of March 30, 2006 (the “Effective Date”). This Agreement is made as a mutually agreed compromise between the Parties (as defined below) for the settlement of all claims, differences, and alleged causes of action existing between them as of the Effective Date.
