AGREEMENT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 8,...Warrant Agreement • June 22nd, 1998 • Cocensys Inc • Pharmaceutical preparations • Delaware
EXHIBIT 99.2Incentive Stock Option Agreement • July 10th, 1997 • Cocensys Inc • Pharmaceutical preparations
EXHIBIT E TO SECURITIES PURCHASE AGREEMENT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE...Warrant Agreement • June 22nd, 1998 • Cocensys Inc • Pharmaceutical preparations • Delaware
EXHIBIT 99.3Nonstatutory Stock Option Agreement • July 10th, 1997 • Cocensys Inc • Pharmaceutical preparations
EXHIBIT 4.1Securities Purchase Agreement • June 22nd, 1998 • Cocensys Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 10th, 1999 • Cocensys Inc • Pharmaceutical preparations • New York
STOCK PURCHASE AGREEMENT EXHIBIT 99.1 THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of May 6, 1999 by and between COCENSYS, INC., a Delaware corporation (the "Company") and the purchasers set forth on the signature pages of this Agreement...Stock Purchase Agreement • May 19th, 1999 • Cocensys Inc • Pharmaceutical preparations • Delaware
EXHIBIT 4 [COCENSYS LOGO] August 12, 1999 Dear Stockholder: We are pleased to inform you that on August 5, 1999, the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the acquisition of the Company by Purdue...Merger Agreement • August 12th, 1999 • Cocensys Inc • Pharmaceutical preparations
AGREEMENT EXIHBIT 99.3 The undersigned parties hereby agree as follows: 1) Themis Partners L.P. and Heracles Fund, holders of the outstanding shares (the "Shares") of Series E Convertible Preferred Stock of CoCensys, Inc. (the "Company"), hereby agree...Redemption Agreement • May 19th, 1999 • Cocensys Inc • Pharmaceutical preparations
AND COCENSYS, INC. OCTOBER 8, 1997Asset Purchase Agreement • October 23rd, 1997 • Cocensys Inc • Pharmaceutical preparations • California
BETWEENPromotion Agreement • August 6th, 1997 • Cocensys Inc • Pharmaceutical preparations • Delaware
EMPLOYEE AGREEMENT FOR RICK A. HENSONEmployment Agreement • March 31st, 1997 • Cocensys Inc • Pharmaceutical preparations • California
1. DEFINITIONSLicense Agreement • March 25th, 1998 • Cocensys Inc • Pharmaceutical preparations • Massachusetts
EXHIBIT 4.4Registration Rights Agreement • June 22nd, 1998 • Cocensys Inc • Pharmaceutical preparations • Delaware
AGREEMENT EXIHBIT 99.2 The undersigned parties hereby agree as follows: 1) RGC International Investors, LDC, the holder of 3,655 outstanding shares (the "Shares") of Series E Convertible Preferred Stock of CoCensys, Inc. (the "Company") hereby agrees...Shareholder Agreement • May 19th, 1999 • Cocensys Inc • Pharmaceutical preparations
EXHIBIT 5 [COCENSYS LOGO] August 12, 1999 Dear Option Holder: We are pleased to inform you that on August 5, 1999, the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the acquisition of the Company by Purdue...Merger Agreement • August 12th, 1999 • Cocensys Inc • Pharmaceutical preparations
COCENSYS, INC. SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries D Convertible Preferred Stock Purchase Agreement • March 25th, 1998 • Cocensys Inc • Pharmaceutical preparations • California
RECITALS a. The parties entered into that certain amended and restated Research, Development and Marketing Collaboration Agreement dated October 13, 1997, (the "Collaboration Agreement"), pursuant to which the parties determined to collaborate in...Research, Development and Marketing Collaboration Agreement • May 15th, 1998 • Cocensys Inc • Pharmaceutical preparations
Logo] CoCensys [Letterhead] LOWELL E. SEARS Chairman of the Board January 27, 1997 F. Richard Nichol, Ph.D. 14 Cypress Point Lane Newport Beach, CA 92660 Telephone: (714) 753-5460 Dear Dick: This ADDENDUM to the offer letter dated January 20, 1997...Addendum to Offer Letter • March 31st, 1997 • Cocensys Inc • Pharmaceutical preparations
This TRANSITION AND CONSULTING AGREEMENT ("Agreement") is made and entered into by and between DANIEL L. KORPOLINSKI ("Mr. Korpolinski") and COCENSYS, INC. (the "Company"), as of the Effective Date provided for in paragraph sixteen (16) herein. W I T...Transition and Consulting Agreement • March 31st, 1997 • Cocensys Inc • Pharmaceutical preparations • California
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (NO. 1)Development and Commercialization Agreement • August 6th, 1997 • Cocensys Inc • Pharmaceutical preparations • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND DENOTED BY AN ASTERISK, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF...Development and Commercialization Agreement • February 12th, 1997 • Cocensys Inc • Pharmaceutical preparations
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDED AND...Research, Development and Marketing Collaboration Agreement • March 25th, 1998 • Cocensys Inc • Pharmaceutical preparations • New York
