0001047469-07-000297 Sample Contracts

COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT
Stockholders Agreement • January 22nd, 2007 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina

THIS COLLABORATIVE RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is entered into as of March 31, 2006 (the "Effective Date") by and between OPTIMER PHARMACEUTICALS INC., a Delaware corporation with its offices located at 10110 Sorrento Valley Road, Suite C, San Diego, California 92121 ("Optimer"), and CEMPRA PHARMACEUTICALS, INC., a Delaware corporation with its offices located at 170 Southport Drive, Suite 500, Morrisville, NC 27560. Optimer and Cempra may be referred to herein individually as a "Party" or collectively, as the "Parties."

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NM441 LICENSE AGREEMENT BETWEEN NIPPON SHINYAKU CO., LTD. AND OPTIMER PHARMACEUTICALS, INC.
License Agreement • January 22nd, 2007 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations

NIPPON SHINYAKU CO., LTD., a company organized and existing under the laws of Japan, having its principal office and place of business at 14, Nishinosho-monguchi-cho, Kisshoin, Minami-ku, Kyoto 601-8550, Japan (hereinafter referred to as "SHINYAKU")

FIRST AMENDMENT TO LEASE
Attornment and Non-Disturbance Agreement • January 22nd, 2007 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • California

This First Amendment to Lease ("Amendment") is entered into as of July 12, 2001, by and between Optimer Pharmaceuticals, Inc., a Delaware corporation ("Tenant"), and Pacific Sorrento Technology Park ("Landlord"), who agree as follows:

PROSPECTIVE BUY-BACK AGREEMENT
Buy-Back Agreement • January 22nd, 2007 • Optimer Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Prospective Buy-Back Agreement (this "Agreement") is hereby entered into as of January 19, 2007 (the "Effective Date") by and between Optimer Pharmaceuticals, Inc. ("Optimer"), a Delaware corporation with offices located at 10110 Sorrento Valley Rd., Suite C, San Diego, CA 92121 and Par Pharmaceutical, Inc. ("Par"), a Delaware corporation with offices located at 300 Tice Boulevard, Woodcliff Lake, NJ 07677.

] Shares(1) OPTIMER PHARMACEUTICALS, INC. Common Stock PURCHASE AGREEMENT
Optimer Pharmaceuticals Inc • January 22nd, 2007 • Pharmaceutical preparations • New York

Optimer Pharmaceuticals, Inc., a Delaware corporation (the "Company") proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of [ ] shares (the "Firm Shares") of Common Stock, $0.001 par value per share (the "Common Stock"), of the Company. The Firm Shares consist of [ ] authorized but unissued shares of Common Stock to be issued and sold by the Company.

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