1 EXHIBIT 10.15 MASTER AGREEMENTMaster Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
b) Subject to the terms and conditions of this Agreement, PerSeptive further grants to ChemGenics an exclusive, irrevocable, worldwide, royalty free fully paid right and license, terminable only as set forth in Section 9.3, to all PerSeptive Patent...License Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
WITNESSETH:Confidentiality Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
WITNESSETH:Standstill Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
1 Exhibit 10.2 SERIES A AND B PREFERRED STOCK PURCHASE AGREEMENT MYCO PHARMACEUTICALS INC. One Kendall Square Building 300 - Third Floor Cambridge, MA 02139Preferred Stock Purchase Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Delaware
VOTING AGREEMENTVoting Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Delaware
1 EXHIBIT 10.22 DR. BERKOWITZ EMPLOYMENT AND NONCOMPETITION AGREEMENT MYCO PHARMACEUTICALS INC. 5 PINETREE PLACE FORT WASHINGTON, PA 19034Employment Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
a) The LESSOR fails to give written notice within thirty (30) days of intention to restore leased premises, or (b) The LESSOR fails to restore the leased premises to a condition substantially suitable for their intended use within ninety (90) days of...Commercial Lease • December 18th, 1996 • Chemgenics Pharmaceuticals Inc
b) Call Closings. Provided that the Company is in compliance in all material respects with this Agreement and subject to the provisions set forth herein, at any time on two occasions and from time to time, on or after the date which is six months from...Series a Preferred Stock Purchase Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
1 EXHIBIT 10.40 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE LAW. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN...Warrant Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Delaware
1 EXHIBIT 10.4 SERIES C PREFERRED STOCK PURCHASE AGREEMENT MYCO PHARMACEUTICALS INC. One Kendall Square Building 300 - Third Floor Cambridge, MA 02139Series C Preferred Stock Purchase Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Delaware
1 EXHIBIT 10.5 CHEMGENICS PHARMACEUTICALS INC. HAS OMITTED FROM THIS PART OF EXHIBIT 10.5 PORTIONS OF THE AGREEMENT FOR WHICH CHEMGENICS PHARMACEUTICALS INC. HAS REQUESTED CONFIDENTIAL TREATMENT FROM THE SECURITIES AND EXCHANGE COMMISSION. THE...Series D Preferred Stock Purchase Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Delaware
2 - 3 If the foregoing accurately sets forth our understanding, please so signify by signing and returning a duplicate copy of this letter, whereupon it will take effect as an amendment to both the Master Agreement and the Warrant in accordance with...Collaborative Research and License Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc
1 EXHIBIT 10.19 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT THIS CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into as of the 28th day of June, 1996 by and between ChemGenics Pharmaceuticals Inc., a Delaware...Confidentiality and Non-Competition Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
1 EXHIBIT 10.8 CHEMGENICS PHARMACEUTICALS INC. HAS OMITTED FROM THIS PART OF EXHIBIT 10.8 PORTIONS OF THE AGREEMENT FOR WHICH CHEMGENICS PHARMACEUTICALS INC. HAS REQUESTED CONFIDENTIAL TREATMENT FROM THE SECURITIES AND EXCHANGE COMMISSION. THE...Collaborative Research Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • New York
1 EXHIBIT 10.6 SERIES E PREFERRED STOCK PURCHASE AGREEMENT CHEMGENICS PHARMACEUTICALS INC. One Kendall Square Building 300 - Third Floor Cambridge, MA 02139Series E Preferred Stock Purchase Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Delaware
1 EXHIBIT 10.41 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE LAW. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN...Warrant Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Delaware
2 - 3 Intellectual Property of the Company, and/or technology or proprietary information of others under confidential evaluation by the Company except in performing services for the Company under the Employment Agreement. Maintaining such Proprietary...Confidentiality Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
EXHIBIT B2 FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
WITNESSETH:Confidentiality Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
2 - 3 testing. The Company may modify the definition of its Field of Interest by written notice to Employee based on the activities in which the Company is then engaged or in which the Company then proposes to be engaged.Noncompetition Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
Annex A CONFIDENTIALITY AGREEMENT Myco Pharmaceuticals Inc. This CONFIDENTIALITY AGREEMENT is made this 16th day of December 1992, between Myco Pharmaceuticals Inc., a Delaware corporation (the "Company") and Sean O'Connor ("Employee"). W I T N E S S...Confidentiality Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
1 EXHIBIT 10.46 M A S T E R L E A S E A G R E E M E N T COMDISCO, INC. - LESSOR MASTER LEASE AGREEMENT dated June 17, 1993 by and between COMDISCO, INC. ("Lessor") and MYCO PHARMACEUTICALS INC. ("Lessee"). IN CONSIDERATION of the mutual agreements...Master Lease Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Illinois
1. DEFINITIONS ----------- Whenever used in this Agreement with an initial capital letter, the terms defined in this Section 1 shall have the meanings specified.Collaborative Research and License Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • New Jersey
WITNESSETH:Standstill and Registration Rights Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
SUBLEASESublease • December 18th, 1996 • Chemgenics Pharmaceuticals Inc
2 - 3 reasonable parity with PBIO's other customers, provided that ChemGenics gives PBIO commercially reasonable advance notice to permit PBIO to accommodate its customer's requirements and ChemGenics' requests. PBIO will provide ChemGenics with...Consulting and Interim Services Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
December 16, 1992 Dr. Sean O'Connor 367 Somerville Avenue Apartment J Somerville, MA 02143 Dear Sean, This letter is to confirm our understanding with respect to (i) your agreement not to compete with the Company and (ii) your agreement to protect and...Non-Compete Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
FROM WHOM TRANSFERREDCertificate of Shares • December 18th, 1996 • Chemgenics Pharmaceuticals Inc
1 EXHIBIT 4.3 LETTER AGREEMENTLetter Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc
1 EXHIBIT 10.9 CHEMGENICS PHARMACEUTICALS INC. HAS OMITTED FROM THIS PART OF EXHIBIT 10.9 PORTIONS OF THE AGREEMENT FOR WHICH CHEMGENICS PHARMACEUTICALS INC. HAS REQUESTED CONFIDENTIAL TREATMENT FROM THE SECURITIES AND EXCHANGE COMMISSION. THE...License Option, License and Royalty Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • New York
2 - 3 Any vacancy in the office of: (a) an Investor Director may be filled by the vote or written consent of the Investors holding at least 60% of the outstanding shares of the Series A Preferred Stock and Series B Preferred Stock and capital stock...Voting and Co-Sale Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Delaware
MYCO PHARMACEUTICALS INC. ONE KENDALL SQUARE BUILDING 300 CAMBRIDGE, MA 02139Non-Compete and Confidentiality Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
February 19, 1992 Dr. Barry A. Berkowitz 5 Pinetree Place Fort Washington, PA 19034 Re: Stock Purchase and Repurchase Agreement Dear Dr. Barry A. Berkowitz: We are pleased that you have decided to become a founder of Myco Pharmaceuticals Inc., a...Stock Purchase and Repurchase Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc • Massachusetts
1 Exhibit 10.29 MYCO PHARMACEUTICALS INC. EMPLOYEE CONFIDENTIALITY AGREEMENT This confidentiality agreement is made this 15th day of November 1995, between Myco Pharmaceuticals Inc., a Delaware corporation (the "Company"), and Reimar C. Bruening...Employee Confidentiality Agreement • December 18th, 1996 • Chemgenics Pharmaceuticals Inc
