EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • North Carolina
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 8, 2002 by and between TARGACEPT, INC., a Delaware corporation (“Employer”), and Alan Musso, an individual resident of North Carolina (“Employee”);
EMPLOYMENT AGREEMENTStock Restriction Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 22, 2000 by and between TARGACEPT, INC., a Delaware corporation (“Employer”), and Dr. William S. Caldwell, an individual resident of North Carolina (“Employee”);
OF TARGACEPT, INC. Stock Option Agreement (Employees)Stock Option Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”), made the day of , between Targacept, Inc., a Delaware corporation (the “Corporation”), and , an employee of the Corporation or a related corporation (the “Participant”);
Development and Production Agreement For Active Pharmaceutical Ingredients Between SIEGFRIED LTD. Untere Brühlstrasse 4 (hereinafter referred to as “SIEGFRIED”) and TARGACEPT, INC. Winston-Salem, NC 27101-4165 USA (hereinafter referred to as “TARGACEPT”)Development and Production Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
This DEVELOPMENT AND PRODUCTION Agreement (the “AGREEMENT”) is entered into as of the first (1st) day of February 2004 (the “EFFECTIVE DATE”) by and between SIEGFRIED and TARGACEPT.
ContractAsset Purchase and Trademark Assignment Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Pennsylvania
[********] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
AMENDED AND RESTATED COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between TARGACEPT, INC. and AVENTIS PHARMA SACollaborative Research and License Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • New York
This Amended and Restated Collaborative Research and License Agreement (this “Agreement”) is made and entered into as of January 21, 2002, by and between Targacept, Inc., a Delaware corporation having its principal place of business at 950 Reynolds Boulevard, Winston-Salem, North Carolina 27105 (“Targacept”), and Aventis Pharma SA, a corporation organized and existing under the laws of France having its principal place of business at 20, avenue Raymond Aron, 92160 Antony, France (“APSA”) (each of Targacept and APSA a “Party” and collectively, the “Parties”).
Amendment No. 1 to Third Amended and Restated Investor Rights AgreementInvestor Rights Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 1 to the Third Amended and Restated Investor Rights Agreement dated December 6, 2004 (this “Amendment”) amends the Third Amended and Restated Investor Rights Agreement dated May 12, 2004 (the “Future IRA”) by and among Targacept, Inc. (the “Company”) and the holders of shares of the Company’s Series C Convertible Preferred Stock, $0.001 par value per share (“Series C Stock”), Series B Convertible Preferred Stock, $0.001 par value per share (“Series B Stock”), or Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Stock” and, together with the Series C Stock and Series B Stock, “Preferred Stock”) party thereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Future IRA.
LICENSE AGREEMENTLicense Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Kentucky
THIS AGREEMENT, made and entered into this 26th day of May, 1999, (the Effective Date) by and between the University of Kentucky Research Foundation, a corporation duly organized and existing under the laws of the Commonwealth of Kentucky and having its principle office at Lexington, Kentucky, U.S.A. (hereinafter referred to as UKRF), and Targacept, Inc., (“TARGACEPT”) a subsidiary of R.J.R. Reynolds Tobacco Company (“RJR”).
LICENSE AGREEMENTLicense Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • North Carolina
This License Agreement (the “Agreement”) effective as of this 12th day of August, 2002, between Wake Forest University Health Sciences, an institution organized as a nonprofit corporation under the laws of the state of North Carolina with its principal offices at Medical Center Boulevard, Winston-Salem, North Carolina 27109 (“WFUHS”), and Targacept, Inc., a Delaware corporation with its principal offices at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (the “Company”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Florida
This Amended and Restated License Agreement (this “Agreement”) is made and entered into to be effective the 9th day of March 2004, by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a corporation not for profit under Chapter 617 of the Florida Statutes and a direct support organization of the University of South Florida (“University”) pursuant to Section 1004.28 of the Florida Statutes, having its principal office at 4202 East Fowler Avenue, Tampa, Florida 33620, U.S.A. (hereinafter referred to as “RESEARCH FOUNDATION”), and Targacept, Inc., a Delaware Corporation, having its principal office at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (hereinafter referred to as “LICENSEE”) and amends and restates in its entirety the License Agreement dated October 13, 1997, as amended, between RESEARCH FOUNDATION and LICENSEE, as assignee of Layton Bioscience, Inc. (the “Original Agreement”).
ContractLicense Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Virginia
[********] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of May 12, 2004, is by and among TARGACEPT, INC., a Delaware corporation (the “Company”), and the undersigned holders (the “Series C Investors”) of the Company’s Series C Convertible Preferred Stock, $0.001 par value per share (the “Series C Stock”), the undersigned holder (the “Series A Investor”) of the Company’s Series A Convertible Preferred Stock, $0.001 par value per share (the “Series A Stock”), and the undersigned holders (the “Series B Investors” and, together with the Series C Investors and the Series A Investor, the “Investors”) of the Company’s Series B Convertible Preferred Stock, $0.001 par value per share (the “Series B Stock” and, together with the Series C Stock and Series A Stock, the “Preferred Stock”).
Amended and Restated Note and Security AgreementTargacept Inc • January 17th, 2006 • Pharmaceutical preparations • North Carolina
FOR VALUE RECEIVED, Targacept, Inc., a corporation organized and existing under the laws of the State of Delaware with its principal executive office located at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27102-1465 (hereinafter the “Borrower”), hereby promises to pay to the order of R.J. Reynolds Tobacco Holdings, Inc. (hereinafter the “Lender”) at its office where borrowed, or at such other place as Lender hereafter may direct from time to time in writing, in immediately available funds of lawful money of the United States, the sum of Four Million Five Hundred Thousand Dollars (or the unpaid principal amount of all advances which the Lender actually makes hereunder to the Borrower, whichever is less) together with any unpaid interest hereon from date of advance, in accordance with the terms contained in this Amended and Restated Note and Security Agreement (hereinafter referred to as this “Note”). The principal evidenced by this Note shall be advanced periodically
ContractTargacept Inc • January 17th, 2006 • Pharmaceutical preparations
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.
LOAN AGREEMENTLoan Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • North Carolina
This Loan Agreement (“Agreement”), dated as of the 19th day of April, 2002, is made and entered into between TARGACEPT, INC., a Delaware corporation (“Borrower”), and the CITY OF WINSTON-SALEM, a municipal corporation of North Carolina (“Lender”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT is executed as of the 28th day of June, 2002, by and between LAYTON BIOSCIENCE, INC., a Delaware corporation with its headquarters at 709 East Evelyn Avenue, Sunnyvale, CA 94086 (“Layton”), and TARGACEPT, INC., a Delaware corporation with its headquarters at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (“Targacept”).
FIRST LEASE AMENDMENTFirst Lease • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations
This First Lease Amendment (“Amendment”), made effective as of the 1st day of January, 2005 (the “Amendment Date”), by and between Wake Forest University Health Sciences, a North Carolina non-profit corporation having its principal office in Winston-Salem, North Carolina, (“Landlord”); and Targacept, Inc., a Delaware corporation, having its principal office in Winston-Salem, North Carolina (“Tenant”) amends that Lease entered into between the parties effective August 1, 2002 (the “Lease”).
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between TARGACEPT, INC. and AVENTIS PHARMA SACollaborative Research and License Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
This Collaborative Research and License Agreement (this “Agreement”) is made and entered into as of January 21, 2002 (the “Effective Date”), by and between Targacept, Inc., a Delaware corporation having its principal place of business at 950 Reynolds Boulevard, Winston-Salem, North Carolina 27105 (“Targacept”), and Aventis Pharma SA, a corporation organized and existing under the laws of France having its principal place of business at 20, avenue Raymond Aron, 92160 Antony, France (“Aventis”). Each of Targacept and Aventis may be referred to individually herein as a “Party” and together as the “Parties.”
ContractLicense Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Virginia
[********] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
LEASEForsyth County • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations
This Lease (the “Lease” or the “Agreement”), made effective the 1st day of August, 2002, by and between Wake Forest University Health Sciences, a North Carolina non-profit corporation having its principal office in Winston-Salem, North Carolina, (“Landlord”); and Targacept, Inc., a Delaware corporation, having its principal office in Winston-Salem, North Carolina, (“Tenant”).
LOGO APPEARS HERE] J. Donald deBethizy, Ph.D. President and CEOTargacept Inc • January 17th, 2006 • Pharmaceutical preparations
Reference is hereby made to that certain: (a) Amended and Restated Collaborative Research and License Agreement made and entered into as of January 21, 2002 (the “First Agreement”) by and between Targacept, Inc. (“Targacept”) and Aventis Pharma SA (“Aventis”) and (b) Collaborative Research and License Agreement made and entered into as of January 21,2002 by and between Targacept and Aventis (the “Second Agreement” and, together with the First Agreement, the “Agreements”).
OF TARGACEPT, INC. Restricted Stock Award Agreement (Service-Based Award)Restricted Stock Award Agreement • January 17th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT (together with Schedule A attached hereto, this “Agreement”), made the day of (as defined below, the “Grant Date”), between Targacept, Inc., a Delaware corporation (the “Corporation”), and , an employee of, or a director or other individual in service to, the Corporation or a related corporation (the “Participant”);
