1 EXHIBIT 10.31 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,...Discovery Partners International Inc • May 9th, 2000 • California
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 9th, 2000 • Discovery Partners International Inc • California
1 Exhibit 10.2 DISCOVERY PARTNERS INTERNATIONAL, INC. SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTRights Agreement • May 9th, 2000 • Discovery Partners International Inc • California
1 Exhibit 10.1 DISCOVERY PARTNERS INTERNATIONAL, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENTShareholders' Agreement • May 9th, 2000 • Discovery Partners International Inc • California
RECITALSIndemnification Agreement • May 9th, 2000 • Discovery Partners International Inc • California
IRORIDiscovery Partners International Inc • May 9th, 2000 • California
IRORIDiscovery Partners International Inc • May 9th, 2000 • Illinois
1 EXHIBIT 10.65 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this ___ day of May, 2000, between Discovery Partners International, Inc., a Delaware corporation ("Corporation"), and Riccardo...Indemnification Agreement • May 9th, 2000 • Discovery Partners International Inc • Delaware
EXHIBIT 10.35 ASSIGNMENT AGREEMENT This Assignment Agreement is entered into this 17th day of December 1998 between ONTOGEN Corporation, a California corporation located at 6451 El Camino Real, Carlsbad, CA 92009 ("ONTOGEN"), and DISCOVERY PARTNERS...Assignment Agreement • May 9th, 2000 • Discovery Partners International Inc • California
1 EXHIBIT 10.32 MASTER LEASE AGREEMENT MASTER LEASE AGREEMENT (the "Master Lease") dated February 9, 1996 by and between COMDISCO, INC. ("Lessor") and IRORI, Inc. ("Lessee"). IN CONSIDERATION of the mutual agreements described below, the parties agree...Master Lease Agreement • May 9th, 2000 • Discovery Partners International Inc • Illinois
WARRANT TO PURCHASE SHARES OF COMMON STOCK of IRORIDiscovery Partners International Inc • May 9th, 2000 • California
1 EXHIBIT 10.4 AMENDMENT NO. 3 TO VOTING AGREEMENT THIS AMENDMENT NO. 3 TO VOTING AGREEMENT ("Amendment") is made as of April 28, 2000, by and among Discovery Partners International, Inc., a California corporation formerly known as IRORI (the...Voting Agreement • May 9th, 2000 • Discovery Partners International Inc • California
RECITALSStandstill Agreement • May 9th, 2000 • Discovery Partners International Inc • California
RECITALSNote and Warrant Purchase Agreement • May 9th, 2000 • Discovery Partners International Inc • California
1 EXHIBIT 10.39 STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • May 9th, 2000 • Discovery Partners International Inc • New York
AMENDMENT NO. 1 TOShareholders' Agreement • May 9th, 2000 • Discovery Partners International Inc • California
1 EXHIBIT 10.55 DISCOVERY PARTNERS INTERNATIONAL, INC. STOCK PURCHASE AGREEMENT AGREEMENT made as of this __ day of _________, 19__ , by and among DISCOVERY PARTNERS INTERNATIONAL, INC. (the "Corporation"), _________, the holder of a stock option (the...Stock Purchase Agreement • May 9th, 2000 • Discovery Partners International Inc • California
FORM OF WARRANTDiscovery Partners International Inc • May 9th, 2000 • California
EXHIBIT 10.8 INDEMNITY ESCROW AGREEMENT This INDEMNITY ESCROW AGREEMENT (this "Agreement"), dated as of April 28, 2000, is by and among Discovery Partners International, Inc., a California corporation ("DPII"), Axys Pharmaceuticals, Inc., a Delaware...Indemnity Escrow Agreement • May 9th, 2000 • Discovery Partners International Inc • California
BETWEENIndustrial Lease • May 9th, 2000 • Discovery Partners International Inc • California
RECITALSNon-Competition and Non-Disclosure Agreement • May 9th, 2000 • Discovery Partners International Inc • California
BETWEENCombinatorial Chemistry Agreement • May 9th, 2000 • Discovery Partners International Inc • California
RECITALSLease • May 9th, 2000 • Discovery Partners International Inc
EXHIBIT 10.43 LOAN AGREEMENT between Novartis International AG Schwarzwaldallee 215, 4058 Basel, represented by the Novartis Venture Fund Lender and Discovery Technologies AG Gewerbestrasse 16, 4123 Allschwil Borrower and Discovery Partners...Loan Agreement • May 9th, 2000 • Discovery Partners International Inc
EXHIBIT 10.40 STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • May 9th, 2000 • Discovery Partners International Inc • California
2 3 (iv) In order to elect the deferred payment alternative, you must, as a part of your written notice of exercise, give notice of the election of this payment alternative and, in order to secure the payment of the deferred exercise price to the...Discovery Partners International Inc • May 9th, 2000
EXHIBIT 10.49 DIRECTORSHIP AGREEMENT THIS DIRECTORSHIP AGREEMENT ("Agreement") is entered into as of December 15th, 1996 (the "Effective Date"), by and between Dieter Hoehn ("Director") and IRORI, a California Corporation ("IRORI") Director and IRORI...Directorship Agreement • May 9th, 2000 • Discovery Partners International Inc • California
EXHIBIT 2.2 VOTING SHARE PURCHASE AGREEMENTVoting Share Purchase Agreement • May 9th, 2000 • Discovery Partners International Inc
RECITALSNon-Exclusive Sublicense Agreement • May 9th, 2000 • Discovery Partners International Inc • California
1 EXHIBIT 10.54 DISCOVERY PARTNERS INTERNATIONAL, INC. STOCK OPTION AGREEMENTDiscovery Partners International Inc • May 9th, 2000 • California
1 EXHIBIT 10.22 PLEDGE AGREEMENT In consideration of the loan which Discovery Partners International, Inc., a California corporation (the "Company") having its principal offices at 11149 North Torrey Pines Road, La Jolla, CA 92037, has on this day...Pledge Agreement • May 9th, 2000 • Discovery Partners International Inc • California
IRORI KEY EMPLOYEE AGREEMENTIrori Key Employee Agreement • May 9th, 2000 • Discovery Partners International Inc • California
EXHIBIT 10.44 GUARANTEE DISCOVERY PARTNERS INTERNATIONAL INC., 9640 Towne Centre Drive, San Diego, CA, 92121 USA (DPI) Hereby guarantees to NOVARTIS INTERNATIONAL AG, Schwarzwaldallee 215, 4002 Basel (Novartis) that it, DPI, will pay as a guarantor...Discovery Partners International Inc • May 9th, 2000
1 EXHIBIT 10.24 PLEDGE AGREEMENT In consideration of the loan which Discovery Partners International, Inc., a California corporation (the "Company") having its principal offices at 11149 North Torrey Pines Road, La Jolla, CA 92037, has on this day...Pledge Agreement • May 9th, 2000 • Discovery Partners International Inc • California
1 EXHIBIT 10.66 EMPLOYMENT CONTRACTDiscovery Partners International Inc • May 9th, 2000
