0001047469-06-012323 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • October 2nd, 2006 • Affymax Inc • Pharmaceutical preparations • California

THIS INDEMNITY AGREEMENT (this "Agreement") dated as of , 2006 is made by and between Affymax, Inc. a Delaware corporation (the "Company"), and ("Indemnitee").

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AFFYMAX, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT September 7, 2006
Investors' Rights Agreement • October 2nd, 2006 • Affymax Inc • Pharmaceutical preparations • Delaware

This AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made and entered into as of September 7, 2006 (the "Effective Date"), by and among (i) AFFYMAX, INC., a Delaware corporation (the "Company"), (ii) the purchasers of the Company's Series A Preferred Stock ("Series A Stock") that are listed on Exhibit A hereto (the "Series A Investors"), (iii) the purchasers of the Company's Series B Preferred Stock (the "Series B Stock") and common stock (the "Common Stock") pursuant to that certain Securities Purchase Agreement dated as of July 27, 2001 (the "Securities Purchase Agreement") that are listed on Exhibit B hereto (the "Series B Investors"), (iv) the purchasers of the Company's Series C Preferred Stock ("Series C Stock") that are listed on Exhibit C hereto (the "Series C Investors"), (v) the purchasers of the Company's Series D Preferred Stock (the "Series D Stock") that are listed on Exhibit D hereto (the "Series D Investors"), (vi) the purchasers of the Company's

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