RECITALSSecurities Purchase Agreement • October 7th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
RECITALSLease Agreement • August 6th, 2004 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
12,250,000 Shares of Common Stock La Jolla Pharmaceutical Company Common Stock Underwriting AgreementUnderwriting Agreement • January 28th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 6, 2005, by and among La Jolla Pharmaceutical Company, a Delaware corporation (the "COMPANY"), and the undersigned Purchasers (individually...Registration Rights Agreement • October 7th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 10th, 2003 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
3,400,000 Shares La Jolla Pharmaceutical Company UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2018 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • New York
ANDRights Agreement • December 4th, 1998 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 4.2 FORM OF CONTINGENT WARRANT THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE HEREUNDER MAY BE SOLD, OFFERED FOR...Warrant Agreement • October 7th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
BACKGROUNDRights Agreement • January 26th, 2001 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.53 February 23, 2004 Gail Sloan 6455 Nancy Ridge Drive San Diego, CA 92121 Re: Severance Agreement Dear Gail, As a supplement to the offer letter and agreement dated March 20, 1996 between La Jolla Pharmaceutical Company ("LJP") and Gail...Severance Agreement • May 7th, 2004 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
1 2 ARTICLE I DEFINITIONSLicense and Supply Agreement • March 31st, 1997 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
EXHIBIT 10.38 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT This Amendment No. 3 to Employment Agreement (this "Amendment No. 3") is made effective as of July 23, 2003, by and between La Jolla Pharmaceutical Company, a Delaware corporation (the "Company"),...Employment Agreement • August 5th, 2003 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
EXHIBIT 4.2 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of January ____, 2002 by and among (i) La Jolla Pharmaceutical Company, a Delaware corporation (the "COMPANY"), (ii) each person listed...Registration Rights Agreement • January 16th, 2002 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2003 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
ATTACHMENT AEmployment Agreement • August 14th, 2002 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2003 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
LOGO]Standard Industrial/Commercial Multi-Tenant Lease • November 14th, 1996 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
EXHIBIT 10.48 MASTER SECURITY AGREEMENT Dated as of SEPTEMBER 6, 2002 ("AGREEMENT") THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors and assigns, if any, "SECURED PARTY") and LA JOLLA PHARMACEUTICAL COMPANY...Master Security Agreement • November 7th, 2002 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2003 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 29th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
WHEREAS, Parent, TTP Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Tetraphase Pharmaceuticals, Inc., a Delaware corporation (including in its capacity as the surviving corporation in the Merger, the “Company”), have entered into an Agreement and Plan of Merger dated as of June 24, 2020 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”);
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2021 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of this day of November, 2021 by and between La Jolla Pharmaceutical Company, a Delaware corporation (the “Company”) and (“Indemnitee”).
COMMON STOCKUnderwriting Agreement • March 30th, 2007 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • New York
EXHIBIT 4.1 FORM OF STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of January ___, 2002 by and between La Jolla Pharmaceutical Company, a Delaware corporation with its principal office at 6455 Nancy Ridge Drive,...Stock Purchase Agreement • January 16th, 2002 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
EXHIBIT 10.63 August 9, 2005 Josefina T. Elchico La Jolla Pharmaceutical Company 6455 Nancy Ridge Drive San Diego, California 92121 Dear Jessie, On April 19, 2005, you and La Jolla Pharmaceutical Company (the "Company") entered into an agreement (the...Retention Agreement • August 9th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
October 6, 2005 Theodora Reilly La Jolla Pharmaceutical Company 6455 Nancy Ridge Drive San Diego, California 92121 Dear Teddi, In order to continue to retain your services and to incentivize you to continue as an employee, subject to the terms of this...Success Bonus Agreement • October 7th, 2005 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
SUPPORT AGREEMENTSupport Agreement • July 12th, 2022 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of July 10, 2022, is entered into by and among INNOVIVA, INC., a Delaware corporation (“Parent”), INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and each of the stockholders of LA JOLLA PHARMACEUTICAL COMPANY set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
LEASE by and between BMR-AXIOM LP, a Delaware limited partnership and LA JOLLA PHARMACEUTICAL COMPANY, a California corporationLease Agreement • February 23rd, 2017 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2006 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 23, 2006 (the “Effective Date”), and is entered into by and between Theodora Reilly (“Employee”) and La Jolla Pharmaceutical Company (the “Company”).
EXHIBIT 10.57 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE is made this 4th day of May 2001, by and between Spieker Properties, L.P., a California Limited Partnership, successor-in-interest to WCB II-S BRD Limited Partnership (the...Lease Agreement • August 6th, 2004 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
LA JOLLA PHARMACEUTICAL COMPANY RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 20th, 2013 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
This Restricted Stock Agreement (the “Agreement”) is made as of April 29, 2013 (the “Effective Date”) by and between La Jolla Pharmaceutical Company, a California corporation (the “Company”), and James Rolke (“Recipient”).
FORM OF EXCHANGE AGREEMENTExchange Agreement • June 24th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 24, 2020, is entered into by and among La Jolla Pharmaceutical Company, a California corporation (“Parent”), TTP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholder of Tetraphase Pharmaceuticals, Inc. set forth on Schedule A hereto (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among: LA JOLLA PHARMACEUTICAL COMPANY, a California corporation; TTP MERGER SUB, INC., a Delaware corporation; and TETRAPHASE PHARMACEUTICALS, INC., a Delaware corporation Dated as of June 24, 2020Merger Agreement • June 24th, 2020 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
ATTACHMENT AEmployment Agreement • November 7th, 2002 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER among: INNOVIVA, INC., a Delaware corporation INNOVIVA ACQUISITION SUB, INC., a Delaware corporation; and LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation Dated as of July 10, 2022Merger Agreement • July 12th, 2022 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 10, 2022, by and among INNOVIVA, INC., a Delaware corporation (“Parent”); INNOVIVA ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and LA JOLLA PHARMACEUTICAL COMPANY, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF SERIES C-2 PREFERRED STOCK PURCHASE WARRANT LA JOLLA PHARMACEUTICAL COMPANYWarrant Agreement • May 28th, 2010 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances)
THIS SERIES C-2 PREFERRED STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date set forth above and on or prior to the close of business on the three year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from La Jolla Pharmaceutical Company, a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of the Company’s Series C-2 Preferred Stock (the “Series C-2 Preferred Stock”) and one or more warrants to purchase shares of the Series D-2 Preferred Stock of the Company (the “Series D-2 Preferred Stock”), substantially in the form attached hereto as Exhibit A (each a “Series D-2 Warrant” and, collectively with the Warrant Shares, the “Warrant Securities”) to purchase up to [ ] shares of the Series D-2 Preferred Stock. The p
