REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2008 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21st, 2008, is by and between SOMAXON PHARMACEUTICALS, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2008 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 21, 2008 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at 4370 La Jolla Village Drive, Suite 860, San Diego, California 92122 (“SVB”), as collateral agent (the “Collateral Agent”), and the Lenders listed on Schedule 1.1 thereof and party hereto, including without limitation, SVB and OXFORD FINANCE CORPORATION, (“OXFORD”) and SOMAXON PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
ContractSomaxon Pharmaceuticals, Inc. • May 22nd, 2008 • Pharmaceutical preparations • 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 FOR 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 LAWS 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.
COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and SOMAXON PHARMACEUTICALS, INC. dated as of May 21, 2008Common Stock Purchase Agreement • May 22nd, 2008 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 21st day of May 2008, by and between Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”) and Somaxon Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
