Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated August 6, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of SangStat Medical...Joint Filing Agreement • August 7th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated August 6, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of SangStat Medical Corporation is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SANGSTAT MEDICAL CORPORATION, Issuer AND Trustee INDENTURE Dated as of [ ] Senior Debt SecuritiesIndenture • December 28th, 2001 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [ ], among SangStat Medical Corporation, a Delaware corporation (the "Company"), and [ ], as trustee (the "Trustee"):
Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 14, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of SangStat Medical...Joint Filing Agreement • February 14th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 14, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of SangStat Medical Corporation is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
1 EXHIBIT 1.1 SANGSTAT MEDICAL CORPORATION 2,000,000 SHARES(1) COMMON STOCK UNDERWRITING AGREEMENT February , 1997 HAMBRECHT & QUIST LLC MONTGOMERY SECURITIES ROBERTSON STEPHENS & COMPANY LLC c/o Hambrecht & Quist LLC One Bush Street San Francisco, CA...Underwriting Agreement • January 24th, 1997 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2001 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • Delaware
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 20, 2001, by and among SangStat Medical Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), and the undersigned (together with their affiliates, the "Initial Investors").
CALL OPTION AGREEMENTCall Option Agreement • August 16th, 1999 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • Delaware
RECITALSRegistration Rights Agreement • August 16th, 1999 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • Delaware
BETWEENCo-Promotion Agreement • August 16th, 1999 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • New York
CYCLOSPORINESupply and License Agreement • May 26th, 1998 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 21st, 2001 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • Delaware
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 20, 2001, among SangStat Medical Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), and the Purchasers listed on Schedule I attached hereto (each, a "Purchaser" and collectively, the "Purchasers").
CONFIDENTIALITY AGREEMENT June 12, 2003Confidentiality Agreement • August 13th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • New York
In connection with your consideration of a possible business combination transaction (a "Transaction") with SangStat Medical Corporation, we expect to make available to one another certain nonpublic information concerning our respective business, financial condition, operations, assets and liabilities, including, without limitation, technical information and information regarding intellectual property rights. As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, "Representatives"), each party agrees to treat any nonpublic information concerning to other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its Representatives now or in the future by or on behalf of the disclosing party (here
First Amendment To Rights AgreementRights Agreement • October 9th, 2001 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
This First Amendment to Rights Agreement is entered into as of October 8, 2001 by and among SangStat Medical Corporation, a Delaware corporation ("SangStat"), Fleet National Bank (f/k/a The First National Bank of Boston) ("Fleet" or the "Rights Agent") and Equiserve Trust Company, N.A. ("Equiserve").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2000 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENT, dated as of March 19, 1999, by and between SangStat Medical Corporation, a Delaware corporation (the "Company"), and Warburg Dillon Read LLC (the "Purchaser") entered into in connection with the issuance of one or more Convertible Notes due 2004 convertible into shares of Common Stock, par value $.001 per share ("Common Stock") of the Company.
Form of Change of Control Agreement]Change of Control Agreement • August 14th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
This Change of Control Agreement (the “Agreement”) is effective as of _________________ (the “Effective Date”), by and between_________________ (the “Employee”), and SangStat Medical Corporation (the “Company”).
Exhibit 10.28 RIGHT OF FIRST REFUSAL AGREEMENT This RIGHT OF FIRST REFUSAL AGREEMENT is entered into as of the 7th day of May, 1999 by and among SangStat Medical Corporation, a Delaware corporation ("SangStat"), and Abbott Laboratories, an Illinois...Right of First Refusal Agreement • August 16th, 1999 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • Delaware
SANGSTAT MEDICAL CORPORATION (a Delaware corporation) 4,500,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • February 5th, 2002 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities Inc. Thomas Weisel Partners LLC Wells Fargo Securities, LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209
LOAN Exhibit 10.34 LOAN AND SECURITY AGREEMENT SANGSTAT MEDICAL CORPORATION Borrower 6300 Dumbarton Circle Fremont, California 94555 AddressLoan and Security Agreement • May 15th, 2000 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
Warburg Note Exhibit 10.32 THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE...Convertible Note • April 14th, 2000 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY Co-Development, Supply And License AgreementCo-Development, Supply and License Agreement • November 17th, 2000 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
This Co-Development, Supply and License Agreement (the "Agreement") is made effective as of the August 8, 2000 (the "Effective Date") by and between Abgenix, Inc., a Delaware corporation having its principal place of business at 7601 Dumbarton Circle, Fremont, California, 94555 ("Abgenix") and SangStat Medical Corporation, a Delaware corporation having its principal place of business at 6300 Dumbarton Circle, Fremont, California 94555 ("SangStat"). Abgenix and SangStat are sometimes referred to herein each individually as a "Party" and collectively as the "Parties".
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • March 26th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
SUBLEASESublease • March 31st, 1999 • Sangstat Medical Corp • Biological products, (no disgnostic substances)
OPTION AGREEMENTOption Agreement • March 26th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
This Option Agreement (this “Agreement”) is entered into as of the 8th day of November, 2002 among SangStat Medical Corporation, a Delaware corporation with its principal place of business at 6300 Dumbarton Circle, Fremont, California 94555 (“SMC”), Research Corporation Technologies, Inc., a Delaware not-for-profit corporation with its principal place of business at 101 N. Wilmot Road, Suite 600, Tucson, Arizona 85711 (“RCT”) and Therapeutic Human Polyclonals, Inc., a California corporation, with its principal place of business at 101 N. Wilmot Road, Suite 600, Tucson, Arizona 85711 (the “Company”). SMC and RCT are sometimes hereinafter collectively referred to as the “Investors”.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 12th, 2002 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is entered into as of October 18, 2002, by and between SangStat Medical Corporation (the “Company”) and Jean-Jacques Bienaime (“Executive”) (together the “Parties”).
Second Amendment To Co-Promotion AgreementCo-Promotion Agreement • May 14th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • New York
This Second Amendment To Co-Promotion Agreement (this “Second Amendment”) is entered into as of April 1, 2003 (the “Effective Date”) by and between Abbott Laboratories Inc., a Delaware corporation, 100 Abbott Park Road, Abbott Park, Illinois 60064-6400 (“Abbott”) and Sangstat Medical Corporation, a Delaware corporation, 6300 Dumbarton Circle, Fremont, California 94555 (“SangStat”).
HEMATOLOGY ALLIANCE AGREEMENTHematology Alliance Agreement • March 26th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
THIS HEMATOLOGY ALLIANCE AGREEMENT (the “Hematology Alliance Agreement”)is made and entered into effective as of November 8, 2002 (the “Effective Date”) by and between SANGSTAT MEDICAL CORPORATION, a Delaware corporation having its principal place of business at 6300 Dumbarton Circle, Fremont, California, 94555 (“SMC”), and THERAPEUTIC HUMAN POLYCLONALS, INC., a California corporation having its principal place of business at 101 North Wilmot Road, Tucson, Arizona, 85711 (“THP”). SMC and THP are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
INDEMNITY AGREEMENTIndemnification Agreement • November 14th, 2001 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT is made and entered into this __ day of September, 2001 by and between SangStat Medical Corporation, a Delaware corporation (the "Corporation"), and ______________ ("Agent").
hTG COLLABORATION AGREEMENTCollaboration Agreement • March 26th, 2003 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
THIS hTG COLLABORATION AGREEMENT (the “hTG Collaboration Agreement”) is made and entered into effective as of November 8, 2002 (the “Effective Date”) by and between SANGSTAT MEDICAL CORPORATION, a Delaware corporation having its principal place of business at 6300 Dumbarton Circle, Fremont, California, 94555 (“SMC”), and THERAPEUTIC HUMAN POLYCLONALS, INC., a California corporation having its principal place of business at 101 North Wilmot Road, Tucson, Arizona, 85711 (“THP”). SMC and THP are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CYCLOSPORINE AMENDED AND RESTATED SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • August 14th, 1997 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
FIRST AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT BETWEEN SANGSTAT MEDICAL CORPORATION AND FINOVA CAPITAL CORPORATIONLoan and Security Agreement • May 15th, 2001 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • Arizona
This First Amendment and Limited Waiver to Loan and Security Agreement (this "Amendment") dated as of May 11, 2001, is entered into by and between SANGSTAT MEDICAL CORPORATION ("Borrower") and FINOVA CAPITAL CORPORATION ("FINOVA"), in reference to that certain Loan and Security Agreement between them dated April 21, 2000 (the "Loan Agreement"; capitalized terms used herein, unless otherwise defined, shall have the meanings set forth in the Loan Agreement).
BioPharma Rights Exhibit 10.31 REGISTRATION RIGHTS AGREEMENT by and Between SANGSTAT MEDICAL CORPORATION AND BIOPHARMA EQUITIES HOLDINGS NV February 15, 2000 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as...Registration Rights Agreement • April 14th, 2000 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • California
CONFIDENTIAL TREATMENT REQUESTED - EDITED COPYCo-Promotion Agreement • March 30th, 2001 • Sangstat Medical Corp • Biological products, (no disgnostic substances) • New York
This Co-Promotion Agreement is entered as of May 7, 1999 (the "Effective Date") by and between Abbott Laboratories Inc. ("Abbott"), an Illinois corporation, with a place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and SangStat Medical Corporation ("SangStat") a Delaware corporation, with a place of business at 1505 Adams Drive, Menlo Park, California 94025.
