Exelixis Inc Sample Contracts

RECITALS
Stock Purchase Agreement • August 27th, 2001 • Exelixis Inc • Services-commercial physical & biological research • Delaware
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EXHIBIT 10.16 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 7th, 2000 • Exelixis Inc • California
EXHIBIT 1.1 Exelixis, Inc. Common Stock Underwriting Agreement ----------------------
Underwriting Agreement • February 18th, 2000 • Exelixis Inc • Services-commercial physical & biological research • New York
EXELIXIS, INC., as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2012 Debt Securities
Indenture • August 14th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York

INDENTURE, dated as of August 14, 2012, among Exelixis, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”):

OF
Warrant Agreement • October 11th, 2000 • Exelixis Inc • Services-commercial physical & biological research • Massachusetts
SUBLEASE
Sublease • May 13th, 2002 • Exelixis Inc • Services-commercial physical & biological research
EXELIXIS, INC. AND , AS WARRANT AGENT PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • June 8th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EXELIXIS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

LEASE AMENDMENT
Lease Amendment • March 7th, 2003 • Exelixis Inc • Services-commercial physical & biological research
EXELIXIS, INC. AND , AS WARRANT AGENT COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • June 8th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EXELIXIS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

EXELIXIS, INC. AND , AS WARRANT AGENT DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • June 8th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EXELIXIS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

AUTOMATIC DATA PROCESSING NON-STANDARDIZED 401(K) PROFIT SHARING PLAN AND TRUST
Adoption Agreement • February 14th, 2002 • Exelixis Inc • Services-commercial physical & biological research
EXELIXIS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Debt Securities Warrant Agreement • April 24th, 2009 • Exelixis Inc • Services-commercial physical & biological research • New York

DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between Exelixis, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

RECITALS
Cooperation Agreement • February 7th, 2000 • Exelixis Inc • New York
AGREEMENT OF MERGER
Merger Agreement • August 6th, 2002 • Exelixis Inc • Services-commercial physical & biological research
Exelixis, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • August 14th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York

Exelixis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 30,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 4,500,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (the “Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

EXHIBIT 1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Merger Agreement • November 29th, 2001 • Exelixis Inc • Services-commercial physical & biological research • Delaware
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EXHIBIT 10.34 LOAN AND SECURITY AGREEMENT Exelixis, Inc. TABLE OF CONTENTS -------------------
Loan and Security Agreement • August 6th, 2002 • Exelixis Inc • Services-commercial physical & biological research
Underwriting Agreement
Underwriting Agreement • October 5th, 2006 • Exelixis Inc • Services-commercial physical & biological research • New York

Pursuant to Section 8(e) of the Underwriting Agreement, Ernst & Young LLP shall furnish letters to the Underwriters to the effect that:

Exelixis, Inc. Underwriting Agreement
Underwriting Agreement • August 14th, 2012 • Exelixis Inc • Services-commercial physical & biological research • New York

Exelixis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $250,000,000 principal amount of the 4.25% Convertible Senior Subordinated Notes due 2019 (the “Firm Securities”), convertible into shares of common stock of the Company, par value $0.001 per share (“Stock”), and, at the election of the Underwriters, up to an aggregate of $37,500,000 additional principal amount of 4.25% Convertible Senior Subordinated Notes due 2019 (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 22nd, 2014 • Exelixis, Inc. • Services-commercial physical & biological research • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2014, by and between EXELIXIS, INC., a Delaware corporation (the “Company”), and Deerfield Partners, L.P., Delaware limited partnership, and Deerfield International Master Fund, L.P., a limited partnership organized under the laws of the British Virgin Islands (individually, a “Lender” and together, the “Lenders”).

Underwriting Agreement
Underwriting Agreement • August 17th, 2005 • Exelixis Inc • Services-commercial physical & biological research • New York
EXELIXIS, INC. 2017 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (NON- EMPLOYEE DIRECTORS)
Restricted Stock Unit Agreement • August 6th, 2020 • Exelixis, Inc. • Services-commercial physical & biological research • California

Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (Non-Employee Directors) and in consideration of your services, Exelixis, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its 2017 Equity Incentive Plan (the “Plan”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. This Restricted Stock Unit Agreement shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Restricted Stock Unit Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Restricted Stock Unit Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Restricted Stock Unit Agreement and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan

EXELIXIS, INC. Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)
Option Agreement • February 11th, 2021 • Exelixis, Inc. • Biological products, (no disgnostic substances) • California

Pursuant to your Notice of Grant of Stock Option (“Grant Notice”) and this Option Agreement and in consideration of your services, Exelixis, Inc. (the “Company”) has granted you an option under its 2017 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Your option is granted to you effective as of the Date of Grant set forth in the Grant Notice. This Option Agreement shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Option Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan shall control. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as

EXELIXIS, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • July 30th, 2009 • Exelixis Inc • Services-commercial physical & biological research • New York

THIS CERTIFIES THAT, for value received, SYMPHONY EVOLUTION HOLDINGS LLC, a Delaware limited liability company, with its principal office at 7361 Calhoun Place, Suite 325, Rockville, MD 20850, or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (as defined below) from EXELIXIS, INC., a Delaware corporation, with its principal office at 249 East Grand Ave., P.O. Box 511, South San Francisco, CA 94083 (the “Company”), up to five hundred thousand (500,000) shares of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”).

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