ContractWarrant Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
IV APAP AGREEMENT (US and Canada) by and between BRISTOL-MYERS SQUIBB COMPANY and CADENCE PHARMACEUTICALS, INC. February 21, 2006Apap Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • New York
This IV APAP Agreement (US and Canada) (the “Agreement”) is entered into as of February 21, 2006 (the “Execution Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation having an address at 345 Park Avenue, New York, New York 10154 (“BMS”), and Cadence Pharmaceuticals, Inc., a Delaware corporation having an address at 12730 High Bluff Drive, San Diego, California 92130 (“Cadence”), effective as of March 29, 2006 (the “Effective Date”). Cadence and BMS are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated February 17, 2006 by and among OXFORD FINANCE CORPORATION (“Oxford”); SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”) (SVB and Oxford each individually a “Lender”, and collectively the “Lenders”), and CADENCE PHARMACEUTICALS, INC., a Delaware corporation, whose address is 12730 High Bluff Drive, Suite 410, San Diego, California 92130 (“Borrower”) provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
PHARMATOP LICENSE AGREEMENTLicense Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • New York
This agreement (the “Agreement”) is entered into as of the 23rd day of December, 2002 by and among SCR Pharmatop, a civil law partnership organized under the laws of France, having its head office’s address at 10, Square St. Florentin, 78150 Le Chesnay, France, recorded with the Register of Commerce and Companies of Versailles under No. 407552702 (“PHARMATOP”), and Bristol-Myers Squibb Company, a corporation organized under the laws of the State of Delaware, USA, having its head office’s address at 345 Park Avenue, New York, New York 10154 USA (referred to hereafter as “BMS”).
SUBLEASESublease • July 17th, 2006 • Cadence Pharmaceuticals Inc
THIS SUBLEASE (the “Sublease”) is dated for reference purposes only as of the 31st day of August, 2004, and is by and between Townsend and Townsend and Crew, LLP, a California limited liability partnership (“Sublessor”) and Strata Pharmaceuticals, Inc., a Delaware corporation (“Sublessee”).
COLLABORATION AND LICENSE AGREEMENT between MICROLOGIX BIOTECH INC. and STRATA PHARMACEUTICALS INC. Dated: July 30, 2004Collaboration and License Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • Delaware
This Collaboration and License Agreement (this “Agreement”) is made as of July 30, 2004 (the “Effective Date”) by and between Micrologix Biotech Inc., a British Columbia corporation having its offices at BC Research Complex, 3650 Wesbrook Mall, Vancouver, BC, Canada V6S 2L2 (“Micrologix”) and Strata Pharmaceuticals Inc., a corporation having its offices at 10923 Coverhurst Way, San Diego, California 92130, USA (“Strata”). Micrologix and Strata are sometimes referred to collectively herein as the “Parties” or singly as a “Party”.
CADENCE PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 21, 2006Investor Rights Agreement • July 17th, 2006 • Cadence Pharmaceuticals Inc • California
This Agreement supersedes and replaces that certain Amended and Restated Investor Rights Agreement, dated September 30, 2005 (the “Prior Agreement”), entered into by and among the Company and the other parties thereto, contingent upon and effective as of the Closing (as defined in the Purchase Agreement).
