AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AMENDMENT NO. 1 ("Amendment") to Agreement and Plan of Merger and Reorganization is made and entered into as of November 24, 1998, by and among Megabios Corp., a Delaware...Agreement and Plan of Merger • November 25th, 1998 • Megabios Corp • Services-commercial physical & biological research
AND PFIZER INC.Stock Purchase Agreement • July 31st, 1997 • Megabios Corp • New York
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................................... 2 Compliance with Registration Requirements..................................................... 2 Offering Materials Furnished to...Underwriting Agreement • August 15th, 1997 • Megabios Corp • Services-commercial physical & biological research • California
VALENTIS, INC.Warrant Agreement • January 19th, 2001 • Valentis Inc • Services-commercial physical & biological research • New York
LEASELease Agreement • July 31st, 1997 • Megabios Corp
FORM OFSubscription Agreement • January 19th, 2001 • Valentis Inc • Services-commercial physical & biological research • New York
EXHIBIT 4.1 VALENTIS, INC. SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 30th, 2000 • Valentis Inc • Services-commercial physical & biological research • Delaware
NONSTATUTORY STOCK OPTION (NON-PLAN)Nonstatutory Stock Option Agreement • November 7th, 1997 • Megabios Corp • Services-commercial physical & biological research
EXHIBIT 10.21 EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 11th, 1997 • Megabios Corp • Services-commercial physical & biological research • California
ContractWarrant Agreement • January 10th, 2012 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR URIGEN PHARMACEUTICALS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
EXHIBIT 10.12 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE is made and entered into this 18th day of March, 1997 by and between SFO OFFICE ASSOCIATES LLC, a California limited liability company ("Landlord") and MEGABIOS CORP., a California...Lease • July 31st, 1997 • Megabios Corp
RECITALSIndemnification Agreement • August 15th, 1997 • Megabios Corp • Services-commercial physical & biological research • Delaware
EXHIBIT 10.19 LICENSE AND ROYALTY AGREEMENT This LICENSE AND ROYALTY AGREEMENT is entered into as of June 1, 1996 (the "Effective Date") by and between PFIZER INC, a Delaware corporation, having an office at 235 East 42nd Street, New York, New York...License Agreement • September 11th, 1997 • Megabios Corp • Services-commercial physical & biological research • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2007 • Urigen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2007, by and among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Holders”).
ANDResearch and License Agreement • September 11th, 1997 • Megabios Corp • Services-commercial physical & biological research • Delaware
EXHIBIT 10.18 COLLABORATIVE RESEARCH AGREEMENT This COLLABORATIVE RESEARCH AGREEMENT is entered into as of May 31, 1996 by and between PFIZER INC., a Delaware corporation, having an office at 235 East 42nd Street, New York, New York 10017 and its...Collaborative Research Agreement • July 31st, 1997 • Megabios Corp • New York
SECURITY AGREEMENTSecurity Agreement • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of January 9, 2009 (this “Agreement”), is among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and Platinum-Montaur Life Sciences, LLC (together with its successors and assigns, the “Secured Party”), as collateral agent for the investors identified in the Purchase Agreement (the “Lenders”), which Lenders are the holders of the Company’s Senior Secured Convertible Promissory Notes, issued on January 9, 2009 in the aggregate original principal amount of $257,000 (the “Notes”).
SECURITY AGREEMENTSecurity Agreement • February 11th, 2015 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of June 23, 2014 (this “Agreement”), is among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Urigen N.A., Inc., a Delaware corporation (the “Guarantor” and together with the Company, the “Debtors”), and Platinum-Montaur Life Sciences, LLC, a Delaware limited liability company (together with its successors and assigns, the “Secured Party”), as secured party for itself and the other Lenders (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Securities Purchase Agreement (this “Agreement”) dated March 21, 2006, among Valentis, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages and the Schedule of Purchasers attached hereto as Attachment A (each, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2006, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2004 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2004, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • August 6th, 2007 • Urigen Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of July 31, 2007 by and among Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of Series B Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2008 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • California
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of August 6, 2008 (“Effective Date”), between Urigen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Martin E. Shmagin (the “Employee”).
EXHIBIT 10.7 MEGABIOS CORP. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MAY 23, 1997Investor Rights Agreement • July 31st, 1997 • Megabios Corp • California
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AMENDMENT NO. 2 to Agreement and Plan of Merger and Reorganization ("Amendment") is made and entered into as of February 8, 1999, by and among Megabios Corp., a Delaware...Agreement and Plan of Merger and Reorganization • February 10th, 1999 • Megabios Corp • Services-commercial physical & biological research
ContractSecurities Agreement • December 31st, 2003 • Valentis Inc • Biological products, (no disgnostic substances)
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
ContractSenior Secured Convertible Promissory Note • August 20th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
EXHIBIT 10.22 LOAN AGREEMENT (EMPLOYEE LOAN) This LOAN AGREEMENT (the "Agreement") is entered into this 22nd day of May 1998 by and between MEGABIOS CORP. (the "Company"), and JOHN F. WARNER, PH.D. ("Employee"). WHEREAS, Employee has requested that...Loan Agreement • November 25th, 1998 • Megabios Corp • Services-commercial physical & biological research • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2003 • Valentis Inc • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2003, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • May 4th, 2010 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR URIGEN PHARMACEUTICALS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
GUARANTYGuaranty • January 15th, 2009 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
GUARANTY (the “Guaranty”), dated as of January 9, 2009, by Urigen N.A., Inc., a Delaware corporation with an address of 27 Maiden Lane, Suite 595, San Francisco, California, 94108 (the “Guarantor”), in favor of the Purchasers identified in the Purchase Agreement (as defined below) (collectively, “Secured Parties”).
LANDLORD" ANDOffice Lease • July 31st, 1997 • Megabios Corp
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2005 • Valentis Inc • Biological products, (no disgnostic substances) • California
This Securities Purchase Agreement (this “Agreement”) dated June 24, 2005, among Valentis, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages and the Schedule of Purchasers attached hereto as Attachment A (each, a “Purchaser” and collectively, the “Purchasers”).
If a partnership or corporation, Borrower is duly organized and existing and in good standing under the laws of the State of California (if a corporation, ---------- without limit as to the duration of its existence) and is authorized and in good...Credit Terms and Conditions • July 31st, 1997 • Megabios Corp
GENEMEDICINE, INC.Proprietary Information and Inventions Agreement • January 25th, 1999 • Megabios Corp • Services-commercial physical & biological research • Texas
