BUILDING LEASEBuilding Lease • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances) • California
This Building Lease (“Lease”) is dated as of January 22, 2001 (“Effective Date”), between Landlord and Tenant (as each is defined below), who agree as follows:
FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances)
THIS FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT is entered into by and between GenStar Therapeutics Corporation, a Delaware corporation (the “Buyer”), and Baxter Healthcare Corporation, a Delaware corporation (the “Seller”), and shall be effective immediately prior to the closing of the merger between Genesis Acquisition Corporation and Vascular Genetics Inc. pursuant to the Agreement and Plan of Reorganization dated September 12, 2002, by and among the Buyer, Genesis Acquisition Corporation and Vascular Genetics Inc., as amended. The Buyer and the Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances) • California
This ESCROW AGREEMENT, dated as of December 18, 2002 (this “Agreement”), by and among GenStar Therapeutics Corporation, a Delaware corporation (“Parent”), Genesis Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Vascular Genetics Inc., a Delaware corporation (the “Company”), Century Capital Associates LLC, a Delaware limited liability company (the “Securityholders’ Agent”), and U.S. Bank Trust National Association as escrow agent (the “Escrow Agent”).
MASTER SERVICES AGREEMENTMaster Services Agreement • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances) • California
This Master Services Agreement is made as of the 18th day of December, 2002 by and between GenStar Therapeutics Corporation (“GenStar”), a Delaware corporation, and Vascular Genetics Inc. (“Vascular Genetics”), a Delaware corporation. GenStar and Vascular Genetics are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AND EMPLOYMENT AGREEMENTConsulting and Employment Agreement • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances) • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of April 23, 1997, by and between UroGen Corp., a Delaware corporation (the “Company”), and Paul Quadros, an individual resident of the State of California (“Consultant” or “Employee”).
FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT is entered into by and between GenStar Therapeutics Corporation, a Delaware corporation (the “Company”), Baxter Healthcare Corporation, a Delaware corporation (the “Investor”), Ivor Royston, Paul D. Quadros and Robert E. Sobol (these individuals to be collectively referred to as the “Founders”) and shall be effective immediately prior to the closing of the merger between Genesis Acquisition Corporation and Vascular Genetics Inc. pursuant to the Agreement and Plan of Reorganization dated September 12, 2002, entered into by the Company, Genesis Acquisition Corporation and Vascular Genetics Inc., as amended. The Company, the Investor and the Founders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Rights Agreement (as defined below).
AMENDMENT TO CONSULTING AND EMPLOYMENT AGREEMENTConsulting and Employment Agreement • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances) • California
This Amendment (the “Amendment”) to that certain Consulting and Employment Agreement (the “Employment Agreement”) dated April 23, 1997 by and between GenStar Therapeutics Corporation, formerly known as Urogen Corp., a Delaware corporation (the “Company”), and Paul Quadros (the “Employee”), is entered into this 18th day of December, 2002 by and between the Company and the Executive.
SUBLEASESublease • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances)
THIS SUBLEASE (“Sublease”), dated April 12, 2000, for reference purposes only, is entered into by and between SIDNEY KIMMEL CANCER CENTER, a California non-profit corporation (“Sublessor”) and GENSTAR THERAPEUTICS, a Delaware corporation qualified to do business in California as UROGEN (“Sublessee”).
AMENDMENT TO GENSTAR STOCKHOLDERS AGREEMENTGenstar Stockholders Agreement • December 19th, 2002 • Genstar Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This AMENDMENT TO THE GENSTAR STOCKHOLDERS AGREEMENT (the “Amendment”), dated as of November 26, 2002, is entered into by and among GenStar Therapeutics Corporation, a Delaware corporation (“Parent”), Genesis Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Vascular Genetics Inc., a Delaware corporation (the “Company”) and certain other persons (the “Former Employees”) who are identified on the signature pages hereto and who are parties to the GenStar Stockholders Agreement, dated as of September 12, 2002 (the “Agreement”), by and among Parent, Merger Sub, the Company and certain stockholders of GenStar (the “Stockholders”).
