ContractRenovis Inc • October 17th, 2003 • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES.
R E N O V I S R E N E W . R E S T O R E . R E P A I R May 1, 2003 John Doyle Re: Amendment to Renovis, Inc. Offer Letter Dear John:Renovis Inc • October 17th, 2003
You and Renovis, Inc. (the “Company”) are parties to an offer letter dated July 23, 2002 (the “Offer Letter”), which sets forth, among other things, the terms of your employment with the Company. The Company would like to amend the Offer Letter as provided below to provide you with certain severance benefits in the event of a termination of your employment without Cause (as defined below) or your Constructive Termination (as defined below). This letter agreement supersedes any other agreement or policy to which the Company is a party with respect to any severance benefits payable to you and any acceleration of vesting of your stock options or restricted stock as a result of your termination of employment.
EQUIPMENT LOAN AND SECURITY AGREEMENTEquipment Loan and Security Agreement • October 17th, 2003 • Renovis Inc • California
The terms and information set forth on this cover page are a part of the attached Loan and Security Agreement, dated as of the date first written above (this “Agreement”), entered into by and among GATX Ventures, Inc. (“GV”), in its individual capacity, Transamerica Technology Finance Corporation (“TTFC”), in its individual capacity, (each individually a “Lender” and collectively, “Lenders”), GV as agent, not individually, TTFC, and Renovis, Inc., a Delaware corporation (“Borrower”). The terms and conditions of this Agreement agreed to between the parties hereto are as follows:
R E N O V I S R E N E W . R E S T O R E . R E P A I R May 1, 2003 Tito Serafini, Ph,D. Re: Amendment to Renovis, Inc. Employment Agreement Dear Tito:Renovis Inc • October 17th, 2003
You and Renovis, Inc. (the “Company”) are parties to an Employment Agreement dated July 1, 2000 (the “Employment Agreement”), which sets forth, among other things, the terms of your employment with the Company and certain severance benefits payable to you in the event of a qualifying termination of your employment. The Company would like to amend the Employment Agreement as provided below to provide you with certain additional benefits in the event of a termination of your employment without Cause (as defined below) or your Constructive Termination (as defined below). This letter agreement supersedes Section 13 of the Employment Agreement and any other agreement or policy to which the Company is a party with respect to any severance benefits payable to you and any acceleration of vesting of your stock options or restricted stock as a result of your termination of employment.
SEPARATION AGREEMENTSeparation Agreement • October 17th, 2003 • Renovis Inc • California
This Separation Agreement (the “Agreement”) is made by and between Renovis, Inc. (hereinafter, the “Company”) and Dr. Lynne Zydowsky (“Zydowsky”) (together referred to as “the Parties”) and is entered into as of February 3, 2003, effective the eighth day after Zydowsky’s signature without revocation (the “Effective Date”).
RENOVIS NEUROSCIENCE, INC.Renovis Inc • October 17th, 2003 • California
On behalf of Renovis Neuroscience, Inc. (the “Company”), I am pleased to provide you with this Employment Agreement (the “Agreement”) to retain your services for the position of Vice President of Research and Technology (an officer of the Company, reporting directly to the Chairman or Chief Executive Officer or other Company officer as specified by the Board of Directors) pursuant to the terms hereof.
EQUIPMENT LOAN AND SECURITY AGREEMENTEquipment Loan and Security Agreement • October 17th, 2003 • Renovis Inc • California
The terms and information set forth on this cover page are a part of the attached Loan and Security Agreement, dated as of the date first written above (this “Agreement”), entered into by and among GATX Ventures, Inc. (“Lender”) and Renovis, Inc. (“Borrower”). The terms and conditions of this Agreement agreed to between the parties hereto are as follows:
RENOVIS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 17th, 2003 • Renovis Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of August 7, 2003, by and among RENOVIS, INC., a Delaware corporation (the “Company”), CentPharm LLC, a Delaware limited liability company (the “LLC”), the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor,” and, with respect to Sections 1, 2 (except Sections 2.2 and 2.4) and 5 only, GATX Ventures, Inc. and TBCC Funding Trust II (together with GATX Ventures, Inc., the “Warrant Holders”). As used herein, the term “Centaur” shall mean Centaur Pharmaceuticals, Inc., the Delaware corporation that merged into the LLC upon the closing of the “LLC Merger” (as that term is defined below), and, unless the context otherwise requires, shall also mean and include the LLC. For purposes of the rights set forth in Section 2.5, the term “Company” shall, unless the context otherwise requires, mean and include any and all successors in interest of
June 8, 2001 Dr. Corey Goodman Re: Renovis, Inc. Employment Agreement Dear Corey:Renovis Inc • October 17th, 2003 • California
On behalf of Renovis, Inc. (the “Company”), I am pleased to provide you with this Employment Agreement to retain your services for the positions of President and Chief Executive Officer.
NET LEASE BASIC LEASE INFORMATIONLease • October 17th, 2003 • Renovis Inc • California
THIS LEASE, which is effective as of the date set forth in the Basic Lease Information, is entered by Landlord and Tenant, as set forth in the Basic Lease Information. Terms which are capitalized in this Lease shall have the meanings set forth in the Basic Lease Information.
