0000950134-05-007359 Sample Contracts

XenoPort, Inc. 2005 Non-Employee Directors’ Stock Option Plan Stock Option Agreement (Nonstatutory Stock Option)
Stock Option Agreement • April 13th, 2005 • Xenoport Inc • Pharmaceutical preparations

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, XenoPort, Inc. (the “Company”) has granted you an option under its 2005 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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Shares XENOPORT, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • April 13th, 2005 • Xenoport Inc • Pharmaceutical preparations • New York

Morgan Stanley & Co. Incorporated Deutsche Bank Securities Inc. Pacific Growth Equities, LLC Lazard Frères & Co. LLC c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036

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