Exhibit 99.2 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 28th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Agreement") is made and entered into as of April 4, 2000 by and among Trega Biosciences, Inc., a Delaware corporation (the "Company"), and those parties listed on the signature page hereof as...Subscription Agreement • May 9th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
Exhibit 10.1 SUBLEASE AGREEMENT This SUBLEASE AGREEMENT ("Sublease") is made and entered into as of the 25th day of July, 2000 by and between TREGA BIOSCIENCES, INC., a Delaware corporation ("Sublandlord") and NEUROVIR THERAPEUTICS, INC., a Delaware...Sublease Agreement • November 14th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances)
WITNESSETH:Stockholders Agreement • December 28th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 10.1 NOVARTIS PHARMA AG TREGA BIOSCIENCES, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 1998 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 99.2 THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN...Stock Option Agreement • November 24th, 1998 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Illinois
VOID AFTER 5:00 P.M., CALIFORNIA TIME, ON APRIL 11, 2005 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY...Stock Purchase Warrant • May 9th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
1 LEASELease Agreement • November 14th, 1997 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
RECITALSStock Purchase Agreement • March 14th, 1997 • Houghten Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
X = Y (A-B) ------- A Where: X = the number of shares of Common Stock to be issued to the Holder under this Section 1(a); Y = the number of shares of Common Stock purchasable under this Warrant, or any lesser number of shares as to which this Warrant...Warrant Agreement • September 1st, 1999 • Trega Biosciences Inc • Biological products, (no disgnostic substances)
ARTICLE 1 THE MERGERAgreement and Plan of Reorganization • December 7th, 1998 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
Exhibit 10.4 [NOTE: THIS WARRANT IS NOT TO BE ISSUED UNTIL THE WARRANT ISSUANCE CONDITION HAS BEEN SATISFIED] THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,...Warrant Agreement • September 1st, 1999 • Trega Biosciences Inc • Biological products, (no disgnostic substances)
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Illinois
1 EXHIBIT 99.1 NAVICYTE 851 East Glendale Ave. Sparks, NV 89431 October 11, 1998 George Grass, Ph.D. P.O. Box 1242 Tahoe City, CA 96145 Dear George: This letter sets forth the basic terms and conditions of your employment with NaviCyte, Inc....Employment Agreement • December 7th, 1998 • Trega Biosciences Inc • Biological products, (no disgnostic substances)
ARTICLE 1 DEFINITIONSResearch and Development Agreement • August 14th, 1997 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
ARTICLE 1 DEFINITIONSResearch, Development, and License Agreement • August 14th, 1998 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
CONFIDENTIAL Exhibit 2.1 CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL TREATMENT REQUESTED: PAGES WHERE CONFIDENTIAL TREATMENT HAS BEEN REQUESTED ARE MARKED "CONFIDENTIAL TREATMENT REQUESTED" AND APPROPRIATE SECTIONS, WHERE TEXT HAS BEEN OMITTED, ARE...Purchase and Sale of Assets Agreement • March 30th, 1999 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
Exhibit 10.2 Date: August 18, 2000 Mr. Michael Grey, President/CEO Mr. Gerard A. Wills, V.P. Finance/CFO TREGA BIOSCIENCES, INC. 9880 Campus Point Drive San Diego, CA 92121 Re: LOAN EXTENSION Borrower Name: 9880 Loan Number/Note Number: 00738000063-3...Loan Extension Agreement • November 14th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances)
Imperial Bank has approved an extension of the above-referenced credit facility to October 20, 2000 from its current maturity as evidenced by that certain note/agreement dated August 6, 1999 as may be or have been modified from time to time.
CREDIT AGREEMENTCredit Agreement • August 14th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
BY AND BETWEEN BIOGEN, INC. ANDLibrary Supply and Sublicense Agreement • January 5th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
FIRST AMENDMENT TO PROMISSORY NOTE AND CREDIT AGREEMENTPromissory Note and Credit Agreement • November 14th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances)
WITNESSETH:Mutual Release • August 16th, 1999 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
DATED AS OF AUGUST 20, 1999 SECTION 1 AUTHORIZATION AND SALE OF SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTSeries B Convertible Preferred Stock and Warrant Purchase Agreement • September 1st, 1999 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
ARTICLE 1 DEFINITIONSLibrary Sales Agreement • March 13th, 2000 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
Exhibit 10.2 STOCK AND WARRANT ISSUANCE AGREEMENT THIS STOCK AND WARRANT ISSUANCE AGREEMENT (this "AGREEMENT") is made as of August 20, 1999 (the "EFFECTIVE DATE") by and between CHEMNAVIGATOR.COM, INC., a Delaware corporation (the "INVESTOR"), and...Stock and Warrant Issuance Agreement • September 1st, 1999 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
EQUIPMENT FINANCING AGREEMENT (Number 10818)Equipment Financing Agreement • November 14th, 1997 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
RECITALSResearch and Option Agreement • August 14th, 1997 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • California
Customer No. 1208 MASTER LOAN AND SECURITY AGREEMENT THIS AGREEMENT dated as of December 23, 1998, is made by Trega Biosciences, Inc. (the "Borrower"), a Delaware corporation having its principal place of business and chief executive office at 9880...Master Loan and Security Agreement • March 31st, 1999 • Trega Biosciences Inc • Biological products, (no disgnostic substances) • Illinois
1 EXHIBIT 10.53 TREGA BIOSCIENCES, INC. EXEMPT EMPLOYEE LETTER AGREEMENT Lawrence D. Muschek, PhD Muthesiusweg 47 D-30559 Hannover GERMANY Dear Larry: This letter sets forth the basic terms and conditions of your employment with Trega Biosciences,...Exempt Employee Letter Agreement • March 31st, 1998 • Trega Biosciences Inc • Biological products, (no disgnostic substances)
LETTER OF AGREEMENT PRESIDENT & CHIEF EXECUTIVE OFFICER TREGA BIOSCIENCES, INC November 6, 1998 Mr. Michael G. Grey 350 Geneva Crescent Town of Mount Royal Quebec H3R 2A9 Canada Dear Mike, This letter sets forth the basic terms and conditions of your...Employment Agreement • March 31st, 1999 • Trega Biosciences Inc • Biological products, (no disgnostic substances)
