INDEMNITY AGREEMENTIndemnity Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2006, is made by and between TorreyPines Therapeutics, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
TORREYPINES THERAPEUTICS, INC. 2000 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Incentive Plan Stock Option Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, TorreyPines Therapeutics, Inc. (the “Company”) has granted you an option under its 2000 Equity Incentive Plan, as amended (the “Plan”), to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Dr. Neil Kurtz September 19, 2001TorreyPines Therapeutics, Inc. • October 10th, 2006 • Pharmaceutical preparations • California
NEUROGENETICS INC. (the “Company”) is pleased to offer you the position of President and Chief Executive Officer (“CEO”), pursuant to the terms of this letter agreement (“Agreement”), and contingent upon written approval from an authorized representative from UnitedHealth Group Corporation (“United Health”), as further defined in paragraph 1 herein. This Agreement is made and entered into as of the last day either party executes the Agreement (the “Effective Date”). You and the Company hereby agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) dated September 27, 2005 by and among OXFORD FINANCE CORPORATION (“Oxford”), SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”) (SVB and the Oxford each individually a “Lender”, and collectively the “Lenders”), and TORREYPINES THERAPEUTICS, INC., a Delaware corporation, whose address is 11085 N. Torrey Pines Road, Suite 300, La Jolla, California 92037 (“Borrower”) provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
DEVELOPMENT AND LICENSE AGREEMENT BETWEEN NEUROGENETICS, INC. AND ELI LILLY AND COMPANY EFFECTIVE AS OF APRIL 21, 2003Development and License Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • Indiana
THIS DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into as of April 21, 2003 (the “Effective Date”), by and between NEUROGENETICS, INC. (“Neurogenetics”), a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 11805 North Torrey Pines Road, Suite 300, La Jolla, California 92037, and ELI LILLY AND COMPANY (“Lilly”), a corporation organized and existing under the laws of the State of Indiana, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285. Neurogenetics and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties.” The Parties agree as follows:
COOPERATION AGREEMENTCooperation Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
This Cooperation Agreement (hereinafter called the “Agreement”) made and entered into this 1st day of October, 2005 (the “Effective Date”), by and between TorreyPines Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“TPTX”), with principal place of business at 11085 North Torrey Pines Road, La Jolla, CA 92037, the United States of America, and Eisai Co., Ltd., a corporation organized and existing under the laws of Japan (“Eisai”), with its registered office at 6-10 Koishikawa 4-chome, Bunkyo-ku, Tokyo, 112-8088, Japan.
COLLABORATION AGREEMENTCollaboration Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
This Collaboration Agreement (hereinafter called the “Agreement”) made and entered into this 28th day of February 2005 (the “Effective Date”), by and between Neurogenetics, Inc., a corporation organized and existing under the laws of Delaware (“Neurogenetics”), with principal place of business at 11085 North Torrey Pines Road, La Jolla, CA 92037, the United States of America, and Eisai Co., Ltd., a corporation organized and existing under the laws of Japan (“Eisai”), with its registered office at 6-10 Koishikawa 4-chome, Bunkyo-ku, Tokyo 112-8088, Japan.
LEASE AGREEMENTLease Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LEASE AGREEMENT (the “Lease”) is made and entered into this 18th day of July, 2005 by and between the party named below in the Schedule of Lease Terms (the “Schedule”) as the Landlord (the “Landlord”) and the party named below in the Schedule as the Tenant (“Tenant”).
RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • October 10th, 2006 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS RESEARCH AND LICENSE AGREEMENT (the “Agreement”) is entered into as of May 10, 2004 (the “Effective Date”) by and between LIFE SCIENCE RESEARCH ISRAEL LTD., an Israeli corporation (“LSRI”), located at P.O. Box 139, Ness-Ziona 70451 and NEUROGENETICS, INC., a Delaware corporation (“Neurogenetics”), located at 11085 North Torrey Pines Road, Suite 300, La Jolla, California 92037.
