0001047469-07-006803 Sample Contracts

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Preferred Stock Purchase Warrant • August 31st, 2007 • Anacor Pharmaceuticals Inc • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc • California

THIS LOAN AND SECURITY AGREEMENT NO. 5251 (this "Agreement") is entered into as of June 30, 2006, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. ("Lender") and ANACOR PHARMACEUTICALS, INC., a Delaware corporation ("Borrower") and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:

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Equity Investment Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc • Delaware

In partial consideration of Anacor Pharmaceuticals, Inc.'s (the "Company") agreement to enter into that certain License, Development, and Commercialization Agreement, between Schering Corporation ("Schering") and the Company, dated as of February , 2007 (the "License Agreement"), this letter relates to our agreement pursuant to Section 9.2 of the License Agreement with regard to the commitment of Schering to purchase up to $10,000,000 in the Company's equity securities, subject to the terms and conditions set forth in this letter (the "Schering Investment").

Anacor Pharmaceuticals, Inc. Change of Control Agreement for Lucy Shapiro, Ph.D.
Change of Control Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc

In the event of a Change of Control of Anacor Pharmaceuticals, Inc. (the "Company"), all restricted stock and stock options granted to you by the Company and held by you shall immediately vest as of the date immediately prior to the effective date of the Change of Control transaction. For purposes of this Agreement, a "Change of Control" shall mean a sale of all or substantially all of the Company's assets or of equity securities representing more than 50% of the total voting power of the Company, or any merger or consolidation of the Company with or into another corporation other than a merger or consolidation in which the holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company, or such su

LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENT
License, Development, and Commercialization Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc • Delaware

This License, Development, and Commercialization Agreement is entered into as of the Execution Date by and between Anacor Pharmaceuticals, Inc., a Delaware corporation having offices at 1060 East Meadow Circle, Palo Alto, CA 94303-4230 ("Anacor"), and Schering Corporation, a New Jersey corporation having offices at 2000 Galloping Hill Road, Kenilworth, New Jersey 07033 ("Licensee").

ANACOR PHARMACEUTICALS, INC. CONSULTING AGREEMENT
Consulting Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc • California

This Consulting Agreement (the "Agreement") is entered into by and between Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Stephen J. Benkovic, Ph.D. ("Consultant").

Anacor Pharmaceuticals, Inc. Change of Control Agreement for Stephen Benkovic, Ph.D.
Change of Control Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc

In the event of a Change of Control of Anacor Pharmaceuticals, Inc. (the "Company"), all restricted stock and stock options granted to you by by the Company and held by you shall immediately vest as of the date immediately prior to the effective date of the Change of Control transaction. For purposes of this Agreement, a "Change of Control" shall mean a sale of all or substantially all of the Company's assets, or any merger or consolidation of the Company with or into another corporation other than a merger or consolidation in which the holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction. For purposes of clarifica

ANACOR PHARMACEUTICALS, INC. BOARD OF DIRECTORS AND ADVISORY BOARD AGREEMENT
Advisory Board Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc • California

This Advisory Board Agreement (the "Agreement") is entered into as of November 9, 2005 between Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company") and Stephen Benkovic, Ph.D. ("Advisor").

ANACOR PHARMACEUTICALS, INC. A DELAWARE CORPORATION AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT June 13, 2006
Investors' Rights Agreement • August 31st, 2007 • Anacor Pharmaceuticals Inc • California

This Amended and Restated Investors' Rights Agreement (this "Agreement") is made as of June 13, 2006, by and among Anacor Pharmaceuticals, Inc., a Delaware corporation (the "Company"), the investors listed on Exhibit A hereto (each, an "Investor"), The Pennsylvania State University and Stanford University.

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