Repros Therapeutics Inc. Sample Contracts

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WITNESSETH:
Lease Agreement • April 2nd, 2001 • Zonagen Inc • Biological products, (no disgnostic substances)
Among
Merger Agreement • October 31st, 2002 • Zonagen Inc • Biological products, (no disgnostic substances) • Delaware
BETWEEN
Asset Purchase Agreement • May 12th, 1999 • Zonagen Inc • Biological products, (no disgnostic substances) • Delaware
RECITALS
Rights Agreement • October 31st, 2002 • Zonagen Inc • Biological products, (no disgnostic substances) • Delaware
REPROS THERAPEUTICS INC. (a Delaware corporation) 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2013 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
RECITALS
Rights Agreement • September 11th, 2002 • Zonagen Inc • Biological products, (no disgnostic substances) • Delaware
WHEREAS -------
Supply Agreement • March 31st, 1998 • Zonagen Inc • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 10.8 ASSIGNMENT AGREEMENT
Assignment Agreement • April 2nd, 2001 • Zonagen Inc • Biological products, (no disgnostic substances) • Texas
WITNESSETH ----------
Employment Agreement • March 22nd, 1999 • Zonagen Inc • Biological products, (no disgnostic substances) • Texas
WITNESSETH
Employment Agreement • May 12th, 1999 • Zonagen Inc • Biological products, (no disgnostic substances) • Texas
AND
Exclusive License Agreement • March 31st, 1998 • Zonagen Inc • Biological products, (no disgnostic substances) • New Jersey
REPROS THERAPEUTICS, INC.
Underwriting Agreement • May 22nd, 2017 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

Repros Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Laidlaw & Company (UK) Ltd. is acting as representative (the “Representative”), (i) an aggregate of 2,744,125 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, (ii) five-year series A warrants to purchase an aggregate of 3,742,500 shares of Common Stock at an exercise price of $0.84 per share (the “Series A Warrants” and the shares of Common Stock underlying the Series A Warrants, the “Series A Warrant Shares”) (iii) two-year series B warrants to purchase up to an aggregate of 2,495,000 shares of Common Stock at an exercise price of $0.92 per share (the “Series B Warrants” and collectively with the Series A Warrants, the “Accompanying Warrants”) and the shares of Common Stock underlying

1 ZONAGEN, INC. AND
Rights Agreement • September 3rd, 1999 • Zonagen Inc • Biological products, (no disgnostic substances) • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 10th, 2009 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2009, between Repros Therapeutics 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”).

UNDERWRITING AGREEMENT
Underwriting Agreement • June 11th, 1997 • Zonagen Inc • Biological products, (no disgnostic substances) • California
2,610,000 Shares REPROS THERAPEUTICS INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 31st, 2007 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

CIBC World Markets Corp. Punk, Ziegel & Company, L.P. ThinkEquity Partners LLC as Representatives of the several Underwriters named in Schedule I hereto c/o CIBC World Markets Corp. 300 Madison Avenue New York, New York 10016

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REPROS THERAPEUTICS, INC. SERIES B WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • May 22nd, 2017 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

Repros Therapeutics, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after May __, 2017 (the "Initial Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 18. This Warrant is on

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 20th, 2009 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this day of , 20___ between Repros Therapuetics Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • October 3rd, 2008 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • Texas

This AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of September 29, 2008 by and between Repros Therapeutics Inc., a Delaware corporation, with its principal executive offices located at 2408 Timberloch Place, Suite B-7, The Woodlands, Texas 77380 (the “Company”), and Cyan Opportunities Fund, Ltd. (the “Investor”).

SERIES B WARRANT AGREEMENT
Warrant Agreement • February 9th, 2011 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
AGREEMENT FOR AMENDMENT TO SERIES A AND SERIES B WARRANTS
Agreement for Amendment to Series a and Series B Warrants • December 12th, 2017 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

THIS AGREEMENT FOR AMENDMENT TO SERIES A AND SERIES B WARRANTS (this “Amendment Agreement”) is dated as of December 11, 2017, by and between Repros Therapeutics, Inc., a Delaware corporation (the “Company”) and the investor listed in the signature page attached hereto (the “Holder”).

ZONAGEN, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 2005 • Zonagen Inc • Biological products, (no disgnostic substances) • New York

PUNK, ZIEGEL & COMPANY, L.P. WR HAMBRECHT + CO, LLC As Representatives of the several Underwriters c/o Punk, Ziegel & Company, L.P. 520 Madison Avenue, 7th Floor New York, New York 10022

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 12th, 2012 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2012, between Repros Therapeutics 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 12th, 2012 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • Texas

This REGISTRATION RIGHTS AGREEMENT (the “Agreement’) is made effective as of August 31, 2012, by and among Repros Therapeutics Inc., a Delaware corporation (the “Company”), and each of the persons executing a copy of this Agreement (each an “Investor” and, collectively, the “Investors”).

REPROS THERAPEUTICS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK
Pre-Funded Warrant to Purchase Common Stock • May 22nd, 2017 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

Repros Therapeutics, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after May __, 2017 (the "Initial Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 18. This Warrant is on

690,000 Units REPROS THERAPEUTICS INC. Each Unit consisting of 4 Shares of Common Stock and 3 Series A Warrants and 2.45 Series B Warrants UNDERWRITING AGREEMENT
Underwriting Agreement • February 9th, 2011 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York

Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, as of the date hereof we are of the opinion that:

STANDSTILL AGREEMENT
Standstill Agreement • January 10th, 2008 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

This STANDSTILL AGREEMENT (the “Agreement”), dated as of January 9, 2008, is by and among REPROS THERAPEUTICS INC., a Delaware corporation (the “Issuer”), and EFFICACY CAPITAL, LTD (“Efficacy”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2013 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • Texas

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 25th day of March, 2013 but effective as of the 26th day of March, 2013 (the “Effective Date”) by and between Repros Therapeutics Inc., a Delaware corporation (the “Company”), and Jaye Thompson, PhD (the “Employee”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 27th, 2012 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
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