1 EXHIBIT 1.1 ESCROW AGREEMENT ESCROW AGREEMENT, dated as of March __, 1997, by and between Shaman Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and U.S. Trust Company of California, N.A., a national banking institution incorporated...Escrow Agreement • March 25th, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
4 5 (2) The holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as...Warrant Agreement • July 23rd, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 23rd, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
ANDLicense Agreement • November 15th, 2000 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
1 EXHIBIT 10.1 SHAMAN PHARMACEUTICALS, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the "Agreement") is made as of November 18, 1998, by and among Shaman Pharmaceuticals, Inc., a Delaware corporation (the "Company") with...Common Stock Purchase Agreement • November 19th, 1998 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
Treasury Note Maturity: 36 months ----- Loan Margin: 820 basis points ----- Commitment Termination Date: May 16, 1997Loan and Security Agreement • July 23rd, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
1 EXHIBIT 10.66 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT, dated as of March 18, 1998 (this "Agreement"), by and between SHAMAN PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and the undersigned holders of the Company's Senior...Amendment Agreement • March 31st, 1998 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • New York
2. 3 c. Shaman has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder.Subscription Agreement • December 16th, 1996 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • New York
2 3 respect to not less than the Minimum Number of Shares, and (iii) written instructions from an authorized officer of the Company and the Placement Agent stating that all conditions of the Offering have been fulfilled, substantially in the form...Escrow Agreement • August 13th, 1998 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
1 EXHIBIT 10.63 NOTE PURCHASE AGREEMENT dated as of June 30, 1997 by and between SHAMAN PHARMACEUTICALS, INC.Note Purchase Agreement • July 23rd, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSWarrant Amendment • July 23rd, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
2- 3 properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which the Company or any of its properties or assets are bound or affected which would...Second Amendment Agreement • June 17th, 1998 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • New York
1 EXHIBIT 99.5 SHAMAN PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT AGREEMENT made the ____ day of __________, 199_ by and between Shaman Pharmaceuticals, Inc., a corporation (the "Company") organized and existing under the laws...Non-Employee Director Stock Option Agreement • June 30th, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
1 EXHIBIT 1.1 140,000 Shares* SHAMAN PHARMACEUTICALS, INC. Series C Convertible Preferred Stock ($.001 Par Value) PLACEMENT AGENT AGREEMENT August __, 1998 DAKIN SECURITIES CORPORATION 505 Sansome Street San Francisco, California 94111 Ladies and...Placement Agent Agreement • August 12th, 1998 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT, dated as of December 10, 1998 (this "Agreement"), by and between SHAMAN PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and the undersigned holders of the Company's Senior Subordinated...Exchange Agreement • December 11th, 1998 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • New York
AND [BUYER] SERIES B CUSTOM CONVERTIBLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTSStock Purchase Agreement • June 17th, 1998 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • New York
1 EXHIBIT 10.56 AMENDED AND RESTATED MASOPRACOL LICENSE AGREEMENT THIS AMENDED AND RESTATED MASOPRACOL LICENSE AGREEMENT ("Agreement") is made as of the ___ day of April, 1997 (the "Effective Date") by and between Shaman Pharmaceuticals, Inc., a...Masopracol License Agreement • July 23rd, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
1 EXHIBIT 1.1 150,000 Shares* SHAMAN PHARMACEUTICALS, INC. Series C Convertible Preferred Stock ($.001 Par Value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 30th, 1998 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
EXCLUSIVE AGREEMENT TO CONDUCT A SEALED-BID AUCTIONExclusive Agreement to Conduct a Sealed-Bid Auction • May 15th, 2001 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
Shaman Pharmaceuticals, as debtor-in-possession 213 East Grand Avenue South San Francisco, California 94080 Attention: Ms. Lisa Conte Telephone: (650) 266-7466 Fax: (650) 873-8367
SHAMAN PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated as of January __, 1997, is entered into by and between each of the parties who are designated as Purchasers on the signature page to this...Stock Purchase Agreement • December 26th, 1996 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
Thomas F. White Via Fax: (650) 873-8367Financial Advisory Agreement • May 15th, 2001 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
This letter shall serve as a proposal (hereinafter referred to as “Agreement”) by Sutter Securities Incorporated (“Sutter” or the “Consultant”) to act as the exclusive financial advisor to Shaman Pharmaceuticals, Inc. and its affiliates, divisions and subsidiaries, (collectively the “Company”) to assist the Company in the sale of certain assets identified by the Company and outlined in Schedule A attached, including the Company’s net operating losses, whether such sale be in the form of a merger, acquisition, joint venture or other type of consolidation, and whether such proceeds be in the form of cash, equity, debt, or otherwise, all or any of which are called a “Transaction.”
April 17, 1997Engagement Agreement • July 23rd, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT between: SHAMAN PHARMACEUTICALS, INC., A Delaware corporation; and METABOLEX, INC., A Delaware corporationAsset Purchase Agreement • May 15th, 2001 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS ASSET PURCHASE AGREEMENT is entered into as of March 16, 2001, by and between SHAMAN PHARMACEUTICALS, INC., a Delaware corporation (the “Seller”) and METABOLEX, INC., a Delaware corporation (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ContractSecurity Agreement • May 15th, 2001 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS SECURITY AGREEMENT is entered into as of February 28, 2001, between SHAMAN PHARMACEUTICALS, INC., a Delaware corporation (“Debtor”), for the benefit of Anthony Conte (“Secured Party”).
ASSIGNMENT OF LEASEAssignment of Lease • May 15th, 2001 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations
THIS ASSIGNMENT (the “Assignment”), dated as of this 22nd day of March, 2001, is made between Shaman Pharmaceuticals, Inc., a Delaware corporation, (“Assignor”) and Tularik Inc., a Delaware corporation (“Assignee”), with reference to the following:
DIAZ & ALTSCHUL CAPITAL, LLC 745 5TH AVENUE, SUITE 3001 NEW YORK, NEW YORK 10151 TELEPHONE: (212) 751-1011 FAX: (212) 751-5757 June 30, 1997Engagement Agreement • July 23rd, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations
1 SHAMAN PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated as of _________, is entered into by and between each of the parties who are designated as Purchasers on the signature page to this...Stock Purchase Agreement • March 25th, 1997 • Shaman Pharmaceuticals Inc • Pharmaceutical preparations • California
