0001144204-15-053891 Sample Contracts

WARRANT TO PURCHASE SHARES
Warrant Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona

THIS CERTIFIES THAT, for value received, upon the occurrence of a Qualified Financing or an Optional Conversion (as such terms are defined below) or its registered assigns (the “Holder”) is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) Shares (as defined below) in the amount and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of the date hereof (as amended, modified or supplemented), by and among the Company and the lenders described therein (the “Purchase Agreement”). All capitalized terms not otherwise defined shall have the meaning assigned to them in the Purchase Agreement or in the f

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CANCER PREVENTNION PHARMACEUTICALS, INC.
Stock Option Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona

Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

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CANCER PREVENTION PHARMACEUTICALS, INC. SERIES A-2 PREFERRED STOCK PURCHASE AGREEMENT
Series a-2 Preferred Stock Purchase Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Series A-2 Preferred Stock Purchase Agreement (this “Agreement”) dated as of September __, 2012 is between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached as Exhibit A (the “Schedule of Investors”).

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Contract
Product Manufacturing & Supply Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Quebec

Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission

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AGREEMENT S0820 – CANCER PREVENTION PHARMACEUTICALS, INC.
Research and Development • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations

This Agreement is hereby entered into by and between the SWOG (the “Group”), in conjunction with the SWOG Clinical Trials Initiative, LLC (“CTI”) located at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106 and Cancer Prevention Pharmaceuticals, Inc. (the “Company”), having a business at 1760 E. River Road – Ste. 250, Tucson, AZ 85718 agree as set forth below. The Effective Date of this Agreement is the date of final signature.

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CANCER PREVENTION PHARMACEUTICALS, INC. VOTING AGREEMENT
Voting Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona

This Voting Agreement (this “Agreement”) is made as of September 17, 2012 by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A (each an “Investor,” and collectively the “Investors”), and the persons listed on Exhibit B (each a “Founder,” and collectively the “Founders”). The Founders and the Investors are referred to herein collectively as the “Voting Parties.”

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CANCER PREVENTION PHARMACEUTICALS, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona

This Investors’ Rights Agreement (this “Agreement”) is dated as of September 17, 2012, and is between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the Schedule of Investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).

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CONVERTIBLE PROMISSORY NOTE AND NOTE PURCHASE AGREEMENT MODIFICATION AGREEMENT
Convertible Promissory Note and Note Purchase Agreement Modification Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations

This Convertible Promissory Note and Note Purchase Agreement Modification Agreement (“Agreement”) is made and entered into as of February __, 2011 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and _______________________________ (the “Holder”).

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CANCER PREVENTION PHARMACEUTICALS, INC. AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amendment to Investors’ Rights Agreement (“Amendment”) is made as of September 27, 2012 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the undersigned Investors. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in that certain Investor Rights Agreement dated as of September 17, 2012 between the Company and the Investors (the “Agreement”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

Effective __________________ (the “Effective Date”), Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation with offices at 1760 E. River Road, Suite 250, Tucson, Arizona 85718, FAX: 520-232-2191, (“CPP”) and _______________ (the “Indemnitee”), residing at _____________________, FAX: ______________, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, agree as follows (certain initially-capitalized terms appearing in this Agreement are defined in ARTICLE X below):

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MODIFICATION TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note Modification • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations

This Modification to Convertible Promissory Note (“Modification Agreement”) is made and entered into as of February __, 2012 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and _________________ (the “Holder”).

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CANCER PREVENTION PHARMACEUTICALS, INC. AMENDMENT TO Right of First Refusal and Co-Sale Agreement
Right of First Refusal and Co-Sale Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amendment to Right of First Refusal and Co-Sale Agreement (“Amendment”) is made as of September 27, 2012 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the undersigned Investors and Founders. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in that certain Right of First Refusal and Co-Sale Agreement dated as of September 17, 2012 between the Company and the Investors and Founders (the “Agreement”).

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PRODUCT MANUFACTURING & SUPPLY AGREEMENT
Product Manufacturing & Supply Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations

This Assignment, Assumption, and Second Amendment (“Amendment”) is effective as of February __, 2012 (“Effective Date”) by and between sanofi-aventis Canada Inc., with offices at 2150 St-Elzear Boulevard West, Laval, Quebec, Canada H7L4A8 (“Sanofi Canada”), sanofi-aventis U.S. LLC, with offices at 55 Corporate Drive, Bridgewater, NJ 08807 (“Sanofi US”), and Cancer Prevention Pharmaceuticals, LLC (CPP), having its principal place of business 1760 East River Road, Suite 250, Tucson, AZ 85718 (hereinafter “CPP” and together with Sanofi Canada and Sanofi US, the “Parties”).

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FIRST AMENDMENT TO THE PRODUCT MANUFACTURING & SUPPLY AGREEMENT
Product Manufacturing & Supply Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Quebec

BETWEEN : SANOFI-AVENTIS CANADA INC., having its head office and principal place of business at 2150 St-Elzear Boulevard West, Laval, Quebec, Canada H7L 4A8 ,

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CANCER PREVENTION PHARMACEUTICALS, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • September 4th, 2015 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona

This Right of First Refusal and Co-Sale Agreement (this “Agreement”) is dated as of September 17, 2012, and is between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the persons listed on Exhibit A (each, an “Investor,” and collectively, the “Investors”), the persons listed on Exhibit B (each, a “Founder,” and collectively, the “Founders”).

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