ContractWarrant Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
LEASE by and between BMR-SORRENTO WEST LP, a Delaware limited partnership and AMBIT BIOSCIENCES CORPORATION, a Delaware corporationLease • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations
IN WITNESS WHEREOF, Tenant has executed this Acknowledgment of Term Commencement Date and Term Expiration Date as of the date first written above.
ContractWarrant Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Michael A. Martino November 9, 2011 PO Box 5000 PMB 190 Rancho Santa Fe, CA 92067Carve-Out Plan Benefits • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations
This letter confirms our agreement with respect to certain benefits related to your services as Chief Executive Officer of Ambit Biosciences Corporation (“Ambit”).
COLLABORATION AGREEMENTCollaboration Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • California
This Collaboration Agreement (the “Agreement”) is entered into as of September 14, 2010 (the “Effective Date”) by and between AMBIT BIOSCIENCES CORPORATION, a Delaware corporation with its principal place of business located at 4215 Sorrento Valley Blvd., San Diego, California 92121 (“Ambit”), and GENOPTIX, INC., a Delaware corporation with its principal place of business located at 1811 Aston Avenue, Carlsbad, California 92008 (“Genoptix”). Ambit and Genoptix are also herein designated individually as “Party” and collectively as “Parties.”
SECURITY AGREEMENTSecurity Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • Virginia
This Security Agreement (this “Agreement”) is made as of March 31, 2010, by and between Ambit Biosciences Corporation, a Delaware corporation (“Borrower”), and Oxford Finance Corporation, a Delaware corporation (“Lender”). The Lender and Borrower hereby agree as follows:
EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and among ASTELLAS PHARMA INC. and ASTELLAS US LLC and AMBIT BIOSCIENCES CORPORATION December 18, 2009 CONFIDENTIALExclusive License and Collaborative Research, Co-Development and Commercialization Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AND COLLABORATIVE RESEARCH, CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is made effective as of December 18, 2009, (the “Effective Date”), by and among ASTELLAS PHARMA INC., a Japanese corporation (“API”) and its indirect wholly owned subsidiary ASTELLAS US LLC, a Delaware limited liability company (“AUS”; collectively with API, “Astellas”), and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (“Ambit”).
COLLABORATION AGREEMENTCollaboration Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
This COLLABORATION AGREEMENT (the “Agreement”), effective as of November 3, 2006 (the “Effective Date”), is made by and between Ambit Biosciences Corporation a Delaware corporation, having a principal place of business at 4215 Sorrento Valley Boulevard, San Diego, CA 92121 (“Ambit”), and Cephalon, Inc., a Delaware corporation, having a principal place of business at 41 Moores Road, Frazer, PA 19355 (“Cephalon”).
AMBIT BIOSCIENCES CORPORATION SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • California
THIS SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 25, 2012 by and among AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
RE: Amendment to Employment Agreement Dear Michael:Employment Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations
Reference is made to that certain Employment Agreement (the “Employment Agreement”), dated November 9, 2011, by and between you and Ambit Biosciences Corporation (“Ambit”). This letter agreement shall serve as an amendment to the Employment Agreement. Capitalized terms used but not defined in this letter agreement shall have the meanings set forth in the Employment Agreement.
AMBIT BIOSCIENCES CORPORATIONBoard Compensation Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations
PREFERRED STOCK WARRANTPreferred Stock Warrant • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • Virginia
THIS CERTIFIES THAT, for value received, Oxford Finance Corporation, (“Holder”) is entitled to subscribe for and purchase that number of shares as set forth in paragraph 1 below of the fully paid and non-assessable Series Preferred Stock (the “Shares” or the “Preferred Stock”) of Ambit Biosciences Corporation, a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series Preferred Stock” shall mean the Company’s presently authorized Series Preferred Stock, and any stock into which such Series Preferred Stock may hereafter be exchanged.
January 25, 2012 Christopher J. Morl PO Box 1664 Rancho Santa Fe, CA 92067 Re: Transition from Ambit Biosciences Corporation Dear Chris:Separation Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations
This letter sets forth the agreement (the “Separation Agreement”) that Ambit Biosciences Corporation (the “Company”) is offering to you to aid in your employment transition. Your receipt of the benefits specified by this Separation Agreement is contingent upon satisfaction of both of the following conditions (the “Conditions”): (1) you must sign this Separation Agreement and return it to the Company within twenty-one (21) days of receiving it, and allow it to become effective as specified in Section 14 below; and (2) you must sign the release attached hereto as Exhibit A (the “Release”) and return it to the Company within twenty-one (21) days after the Separation Date (as defined below), and allow it to become effective as specified therein. If both Conditions are satisfied, then the following terms and conditions shall apply:
AMBIT BIOSCIENCES CORPORATIONBoard Compensation Agreement • December 20th, 2012 • Ambit Biosciences Corp • Pharmaceutical preparations • California
We are delighted that you have agreed to remain on the Board of Directors (the “Board”) of Ambit Biosciences, Inc. (“Ambit”) and to continue to serve as Chairman of the Board (“Chairman”). This letter sets forth the agreement between you and Ambit regarding your Board service, effective as of the date hereof:
