EXECUTIVE SEVERANCE BENEFITS AGREEMENT This Executive Severance Benefits Agreement (the "Agreement") is entered into this 15th day of October, 1999 (the "Effective Date"), between David McCaleb ("Executive") and CV Therapeutics, Inc. (the "Company")....Severance Agreement • November 6th, 2000 • Cv Therapeutics Inc • Services-commercial physical & biological research • California
ARTICLE I DEFINITIONSLoan Agreement • October 4th, 1999 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
DRAFT OF OCTOBER 29, 1996 FORM OF UNDERWRITING AGREEMENT CV THERAPEUTICS, INC. 2,875,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 29th, 1996 • Cv Therapeutics Inc • Services-commercial physical & biological research • New York
LICENSE AGREEMENTLicense Agreement • November 8th, 1996 • Cv Therapeutics Inc • Services-commercial physical & biological research • California
AND NORWEST BANK MINNESOTA, N.A. AS RIGHTS AGENT RIGHTS AGREEMENTRights Agreement • February 5th, 1999 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
Exhibit 1.2 CV THERAPEUTICS, INC. 2,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 4th, 2001 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of this 27 day of September, 1996, between CV THERAPEUTICS, INC., a Delaware corporation, having a mailing address at 3172 Porter Drive, Palo Alto, CA 94304 ("Debtor"), and...Security Agreement • October 16th, 1996 • Cv Therapeutics Inc • Services-commercial physical & biological research • California
LOAN AGREEMENTLoan Agreement • May 15th, 1997 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
EXHIBIT 4.6 AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT EFFECTIVE AS OF AUGUST 7, 2000 BY AND BETWEEN CV THERAPEUTICS, INC.Common Stock Purchase Agreement • April 20th, 2001 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
FORM OFIndenture • January 4th, 2001 • Cv Therapeutics Inc • Services-commercial physical & biological research • New York
ARTICLE IStock Purchase Agreement • October 4th, 1999 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
RECITALSSecurity Agreement • November 14th, 1997 • Cv Therapeutics Inc • Services-commercial physical & biological research
RECITALSBusiness Loan Agreement • November 14th, 1997 • Cv Therapeutics Inc • Services-commercial physical & biological research
RECITALSMaster Lease Agreement • November 14th, 1997 • Cv Therapeutics Inc • Services-commercial physical & biological research
andRights Agreement • August 14th, 2000 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
RecitalsLoan Agreement • October 4th, 1999 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
RECITALSLicense Agreement • July 23rd, 2001 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • California
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated and entered into as of July 10, 2000 (the "Effective Date"), by and between CV THERAPEUTICS, INC., a Delaware corporation ("Company"), and FUJISAWA HEALTHCARE, INC., a...Stock Purchase Agreement • November 6th, 2000 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
RECITALSLicense Agreement • July 23rd, 2001 • Cv Therapeutics Inc • Biological products, (no disgnostic substances)
ARTICLE 1Indenture • May 15th, 2000 • Cv Therapeutics Inc • Services-commercial physical & biological research • New York
ContractPurchase Agreement • August 16th, 2006 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
WITNESSETH:Research Agreement • November 7th, 1996 • Cv Therapeutics Inc • Services-commercial physical & biological research • Florida
Fujisawa Healthcare Inc. CV Therapeutics, Inc. COLLABORATION AND LICENSE AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...Collaboration and License Agreement • November 6th, 2000 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
WARRANT TO PURCHASE SHARES OF COMMON STOCK Company: CV Therapeutics, Inc., a Delaware corporation (the "Company"), and any corporation that shall succeed to the obligations of the Company under this Warrant. Number of Shares: Class of Stock: Common...Warrant Agreement • October 16th, 1996 • Cv Therapeutics Inc • Services-commercial physical & biological research • California
LOAN AGREEMENT This Agreement is made and entered into this 7th day of March, 1997 by and between BIOTECH MANUFACTURING LTD. (hereinafter referred to as "BML"), a wholly-owned subsidiary of Biogen, Inc. ("BIOGEN"), located at St. Paul's Gate, New...Loan Agreement • March 29th, 2002 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
RESEARCH COLLABORATION AND LICENSE AGREEMENT (EUROPE)Research Collaboration and License Agreement • May 15th, 1997 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE...Warrant Agreement • October 16th, 1996 • Cv Therapeutics Inc • Services-commercial physical & biological research • California
COMMON STOCK PURCHASE AGREEMENT Dated April 18, 2006 by and between CV THERAPEUTICS, INC. and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • April 18th, 2006 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 18th day of April 2006 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and CV Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
ARTICLE 1Executive Severance Benefits Agreement • March 31st, 2003 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • California
WITNESSETH:Security Agreement • October 4th, 1999 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
EXECUTIVE SEVERANCE BENEFITS AGREEMENTSeverance Agreement • May 12th, 1999 • Cv Therapeutics Inc • Services-commercial physical & biological research • California
Exhibit 10.66 SALES AND MARKETING AGREEMENT This Sales And Marketing Services Agreement (the "Agreement") is made effective as of the 5th day of May, 1999 (the "Effective Date") by and between CV Therapeutics, Inc., a Delaware corporation having its...Sales and Marketing Agreement • October 4th, 1999 • Cv Therapeutics Inc • Services-commercial physical & biological research • Delaware
CV THERAPEUTICS, INC. as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of July 1, 2005 3¼% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2013Indenture • July 6th, 2005 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of July 1, 2005, between CV THERAPEUTICS, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 3172 Porter Drive, Palo Alto, California 94304 (the “Issuer” or the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the “Trustee”), having its principal corporate trust office at Sixth & Marquette, MAC N9303-120, Minneapolis, MN 55479.
2,020,203 Shares Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2001 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • New York
SG COWEN SECURITIES CORPORATION As Representative of the several Underwriters c/o SG Cowen Securities Corporation Financial Square New York, New York 10005
AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS AGREEMENTExecutive Severance Benefits Agreement • November 9th, 2007 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • California
This AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into as of this 14th day of September, 2007 (the “Effective Date”), between LEWIS J. STUART (“Executive”) and CV THERAPEUTICS, INC. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article 6.
