0000936392-06-000299 Sample Contracts

First Amendment to Amended and Restated Investor Rights Agreement
Investor Rights Agreement • March 31st, 2006 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This First Amendment to the Amended and Restated Investor Rights Agreement (the “Amendment”) is made effective as of October 31, 2005, and is entered into by and among SGX Pharmaceuticals, Inc., a Delaware corporation, previously known as Structural GenomiX, Inc. (the “Company”), certain holders of the Company’s Series A Preferred Stock (“Series A Preferred”), and certain holders of the Company’s Series B Preferred Stock (“Series B Preferred”) (which parties are hereinafter collectively referred to as the “Original Parties”).

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NOVARTIS PHARMA AG AND SGX PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2006 • SGX Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 27th day of March, 2006, by and between Novartis Pharma AG (“Novartis” or the “Investor”), a corporation organized under the laws of Switzerland, with its principal place of business at Lichtstrasse 35, CH-4002, Basel, Switzerland, and SGX Pharmaceuticals, Inc., (the “Company”), a Delaware corporation with its principal place of business at 10505 Roselle Street, San Diego, California 92121.

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