REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 22nd day of March, 2004 by and among Aerogen, Inc.,a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement, dated March 11, 2004, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
ContractPurchase Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY SECURITY AGREEMENT (“Amendment”) is made and entered into as of March 11, 2004 by Aerogen, Inc., a Delaware corporation (the “Borrower”), and the lenders signatory hereto (each lender including their respective successors, endorsees, transferees and assigns, a “Secured Party”, and collectively, the “Secured Parties”).
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO THE SECURITY AGREEMENT (“Amendment”) is made and entered into as of March 11, 2004 by Aerogen, Inc., a Delaware corporation (the “Borrower”), and the lenders signatory hereto (each lender including their respective successors, endorsees, transferees and assigns, a “Secured Party”, and collectively, the “Secured Parties”).
PURCHASE AGREEMENTPurchase Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This opinion is furnished to you at the request and on behalf of the Company pursuant to Section 8.1 of the Purchase Agreement in connection with the First Closing. Capitalized terms used but not defined herein have the meanings given them in the Purchase Agreement.
AMENDMENT TO PURCHASE AGREEMENT AND WAIVERPurchase Agreement and Waiver • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO PURCHASE AGREEMENT AND WAIVER (the “Amendment”) is made as of March 19, 2004, by and between AEROGEN, INC., a Delaware corporation (the “Company”), Xmark Fund L.P., a Delaware Limited Partnership (“Xmark LP”), Xmark Fund, Ltd., a Cayman Islands exempted company (together with Xmark LP, the “Lead Investor”) and the other Investors. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (defined below).
ContractAerogen Inc • March 26th, 2004 • Surgical & medical instruments & apparatus
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITY.
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus • New York
This AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made as of March 19, 2004, by and between AEROGEN, INC., a Delaware corporation (the “Company”) and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURESecured Convertible Debenture • March 26th, 2004 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO SECURED CONVERTIBLE DEBENTURE (the “Amendment”) is made as of March 1, 2004, by and between AEROGEN, INC., a Delaware corporation (the “Borrower”) and the CARPENTER 1983 FAMILY TRUST UA, or its registered assigns (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Debenture and Purchase Agreement (each as defined below);
AMENDMENT TO SECURED CONVERTIBLE DEBENTURESAerogen Inc • March 26th, 2004 • Surgical & medical instruments & apparatus
THIS AMENDMENT TO SECURED CONVERTIBLE DEBENTURES (the “Amendment”) is made as of March 1, 2004, by and between AEROGEN, INC., a Delaware corporation (the “Borrower”) and SF CAPITAL PARTNERS, LTD., or its registered assigns (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Debenture and Purchase Agreement (each as defined below);
