Venrock Associates Sample Contracts

EXHIBIT 3 Page 62 of 70
Stockholders' Agreement • November 19th, 1996 • Venrock Associates • Pharmaceutical preparations • Delaware
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CUSIP No. 452327109 13G Page 26 of 27 Pages
Agreement • February 14th, 2002 • Venrock Associates • Laboratory analytical instruments

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

Venrock Associates
Schedule 13d Agreement • November 19th, 1996 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agree that the Schedule 13D, and any amendments thereto, filed with respect to the beneficial ownership by the undersigned of the equity securities of Occupational Health + Rehabilitation Inc. is being filed on behalf of each of the undersigned.

EXHIBIT 2 Page 23 of 70
Series a Convertible Preferred Stock Purchase Agreement • November 19th, 1996 • Venrock Associates • Pharmaceutical preparations • Delaware
Page 21 of 21 pages
Schedule 13g Filing Agreement • February 14th, 2001 • Venrock Associates • Laboratory analytical instruments

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

SIRNA THERAPEUTICS, INC. WARRANT TO PURCHASE _________ SHARES OF COMMON STOCK
Warrant Agreement • January 4th, 2005 • Venrock Associates • Pharmaceutical preparations • Delaware

THIS CERTIFIES THAT, for value received, _______________and its assigns are entitled to subscribe for and purchase ___shares (as adjusted pursuant to Section 4 hereof, the “Shares”) of the fully paid and nonassessable common stock, par value $0.01 per share (“Common Stock”), of Sirna Therapeutics, Inc., a Delaware corporation (the “Company”), at the price of $2.52 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions set forth herein and in the Warrant Exchange Agreement, dated as of even date herewith, by and among the Company and the other parties thereto. As used herein, the term “Date of Grant” means December 30, 2004. As used herein, the term “Warrant” shall be deemed to include any warrants issued in exchange or upon transfer or partial exercise of this Warrant unless the context clearly requires oth

AGREEMENT
Schedule 13d/a Filing Agreement • August 2nd, 2004 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D/A is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • September 9th, 2009 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AMENDMENT NO. 1 TO COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • May 11th, 2004 • Venrock Associates • Pharmaceutical preparations • Delaware

This Amendment (the “Amendment”) to that certain Common Stock and Warrant Purchase Agreement, dated as of February 11, 2003, by and among Sirna Therapeutics, Inc. (formerly known as Ribozyme Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), and the investors listed on Exhibit A thereto (the “Agreement”), is made as of May 10, 2004, by and among the Company and the parties to the Agreement listed on the signature pages hereto, each of which is herein referred to as an “Investor.” Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

TERMINATION AGREEMENT
Termination Agreement • May 11th, 2004 • Venrock Associates • Pharmaceutical preparations • Delaware

This TERMINATION AGREEMENT (the “Agreement”) is made this 10th day of May, 2004, by and among DLJ Capital Corporation, Sprout Capital IX, L.P., Sprout Entrepreneurs’ Fund, L.P., Sprout IX Plan Investors, L.P., Venrock Associates, Venrock Associates III, L.P., Venrock Entrepreneurs Fund III, L.P., Oxford Bioscience Partners IV L.P. and mRNA Fund II, L.P. (each an Investor, and, collectively, the “Investors”).

AGREEMENT
Schedule 13d Filing Agreement • November 25th, 2002 • Venrock Associates • Services-prepackaged software

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned.

AGREEMENT
Agreement • February 14th, 2003 • Venrock Associates • Services-prepackaged software

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g/a Filing Agreement • February 14th, 2007 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G/A is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g/a Filing Agreement • February 14th, 2014 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G/A is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 14th, 2006 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 14th, 2005 • Venrock Associates • Orthopedic, prosthetic & surgical appliances & supplies

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Agreement • February 14th, 2003 • Venrock Associates • Radio & tv broadcasting & communications equipment

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 16th, 2010 • Venrock Associates • Services-business services, nec

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

SIRNA THERAPEUTICS, INC. WARRANT TO PURCHASE ________ SHARES OF COMMON STOCK
Warrant Agreement • January 4th, 2005 • Venrock Associates • Pharmaceutical preparations • Delaware

THIS CERTIFIES THAT, for value received, ___ and its assigns are entitled to subscribe for and purchase ___shares (as adjusted pursuant to Section 4 hereof, the “Shares”) of the fully paid and nonassessable common stock, par value $0.01 per share (“Common Stock”), of Sirna Therapeutics, Inc., a Delaware corporation (the “Company”), at the price of $3.85 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions set forth herein and in the Warrant Exchange Agreement, dated as of even date herewith, by and among the Company and the other parties thereto. As used herein, the term “Date of Grant” means December 30, 2004. As used herein, the term “Warrant” shall be deemed to include any warrants issued in exchange or upon transfer or partial exercise of this Warrant unless the context clearly requires otherwise. Not

AGREEMENT
Schedule 13d/a Filing Agreement • January 4th, 2005 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D/A is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 14th, 2007 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 14th, 2006 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

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AGREEMENT
Agreement • February 14th, 2006 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 11th, 2011 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g/a Filing Agreement • February 14th, 2013 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G/A is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 16th, 2010 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 14th, 2011 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

WARRANT EXCHANGE AGREEMENT by and among Sirna Therapeutics, Inc. and certain Warrantholders of Sirna Therapeutics, Inc. dated as of December 30, 2004
Warrant Exchange Agreement • January 4th, 2005 • Venrock Associates • Pharmaceutical preparations

THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”) is dated as of December 30, 2004, by and among Sirna Therapeutics, Inc., a Delaware corporation (the “Company”) and those warrantholders of the Company listed on Exhibit A to this Agreement (each a “Warrantholder” and collectively the “Warrantholders”) who have executed this Agreement in one or more counterparts.

EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • February 16th, 2010 • Venrock Associates • Pharmaceutical preparations

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Infinity Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

AGREEMENT
Schedule 13g Filing Agreement • February 14th, 2008 • Venrock Associates • Services-business services, nec

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Agreement • February 14th, 2007 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 14th, 2005 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Agreement • February 13th, 2004 • Venrock Associates • Orthopedic, prosthetic & surgical appliances & supplies

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Schedule 13g Filing Agreement • February 14th, 2006 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

AGREEMENT
Exhibit B Agreement • July 18th, 2005 • Venrock Associates • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D/A is being filed on behalf of each of the undersigned.

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