Standard Contracts
COLLABORATION AGREEMENTCollaboration Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
This COLLABORATION AGREEMENT (the “Agreement”), having a date of October 29, 2004 (the “Effective Date”), is made by and between, on the one hand, F. HOFFMANN-LA ROCHE LTD, a Swiss corporation, having its principal place of business at Grenzacherstrasse 124, CH-4070, Basel, Switzerland and HOFFMANN-LA ROCHE INC., a New Jersey corporation, having its principal place of business at 340 Kingsland Street, Nutley, New Jersey 07110 (collectively “Roche”) and, on the other hand, PHARMASSET, INC., a Delaware corporation, having its principal place of business at 1860 Montreal Road, Tucker, Georgia 30084 (“Pharmasset”).
LICENSE AGREEMENT by and between PHARMASSET, INC. and RFS PHARMA LLC Dated as of February 10, 2006License Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
This LICENSE AGREEMENT (this “Agreement”), dated as of February 4, 2006 (the “Effective Date”), is made by and between Pharmasset, Inc., a Delaware corporation having its principal place of business at 303-A College Road East, Princeton, New Jersey 08540 (“Pharmasset”), and RFS Pharma LLC, a Georgia limited liability company having its principal place of business at 2881 Peachtree Road N.E., Atlanta, Georgia 30305 (“RFSP”). Pharmasset and RFSP are each referred to individually as a “Party” and together as the “Parties.”
EXCLUSIVE PATENT AND KNOW HOW LICENSE AGREEMENT BY AND BETWEEN PHARMASSET, LTD (LICENSOR) AND PRIMAGEN HOLDING B.V. (LICENSEE)Exclusive Patent and Know How License Agreement • May 8th, 2006 • Pharmasset Inc
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission.
MUTUAL TERMINATION OF LEASE AGREEMENTMutual Termination of Lease Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
This MUTUAL TERMINATION OF LEASE AGREEMENT (hereinafter the “Termination Agreement”) is made and entered into as of the 7th day of February, 2006 (the “Effective Date”), by and between CS FAMILY, LLC, a Georgia limited liability company (hereinafter referred to as “Lessor”), and PHARMASSET, INC., a Delaware corporation (hereinafter referred to as “Lessee”);
LICENSE AGREEMENT BETWEEN BUKWANG PHARM. CO., LTD. AND PHARMASSET, INC.License Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS LICENSE AGREEMENT is executed as of June 23, 2005, by and between BUKWANG PHARM. CO., LTD., with its principal offices at 398-1, Daebang-Dong, Dongjak-Ku, Seoul 156-020, Korea (“Bukwang”), and PHARMASSET, INC., with principal offices located at 1860 Montreal Road, Tucker, Georgia 30084, U.S.A. (“Pharmasset”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
This Second Amendment to License Agreement (“Second Amendment”) is effective as of this 29th day of August, 2003 (the “Effective Date”), by and between Pharmasset, Ltd., a Barbados International Business Company, with offices located at The Financial Services Center, Bishop’s Court Hill, Suite 111, St. Michael, Barbados (“Pharmasset”) and Emory University, a not-for-profit Georgia corporation with offices at 1380 South Oxford Road, N.E., Atlanta, Georgia 30322 (“Emory”), and amends certain terms of that certain License Agreement, dated December 30, 1998, between Emory and Pharmasset relating to D-D4FC (the “Agreement”).
MEMORANDUM OF UNDERSTANDING DATED: June 23, 2005 BETWEEN:Memorandum of Understanding • May 8th, 2006 • Pharmasset Inc • Georgia
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of January, 2005, by and between Pharmasset, Inc., a Delaware corporation (the “Company”), and Mark Meester (“Employee”).
LICENSE AGREEMENT BETWEEN DR. CRAIG HILL, DR. RAYMOND SCHINAZI AND PHARMASSET, LTD.License Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS LICENSE AGREEMENT is made by and between Pharmasset Ltd., a corporation organized under the laws of Barbados (“Pharmasset”), Dr. Craig L. Hill an individual residing in the State of Georgia, USA (“Dr. Hill”) and Dr. Raymond Schinazi, an individual residing in the State of Georgia, U.S.A. (“Dr. Schinazi”).
FIRST AMENDMENT AND JOINDER TO SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (Series R Preferred Stock)Stockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
THIS FIRST AMENDMENT AND JOINDER TO SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Joinder and Amendment Agreement”) is entered into as of October 26, 2004 by and among Pharmasset, Inc. a Delaware corporation (the “Company”), Hoffmann-La Roche Inc., a New Jersey corporation (“Roche”), and the persons named under the headings “Existing Investors” (the “Existing Investors”) and “Existing Stockholders” (the “Existing Stockholders”) on the signature pages hereto.
THE TRANSFER, SALE OR OTHER DISPOSITION OF THIS WARRANT AND THE SECURITIES WHICH MAY BE ACQUIRED PURSUANT TO THIS WARRANT MAY BE SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AUGUST 4, 2004 AMONG...Warrant Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
THIS WARRANT AND THE SECURITIES WHICH MAY BE ACQUIRED PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE’S OR OTHER JURISDICTION’S SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE’S OR OTHER JURISDICTION’S SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE ISSUER OF THESE SECURITIES MAY REQUIRE AS A CONDITION TO ANY TRANSFER OR RESALE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
SECTION 1 1 1.1 DEFINITIONS 1 1.2 EFFECT 5 SECTION 2 6 2.1 DEMAND REGISTRATION 6 2.2 PIGGYBACK REGISTRATION 8 2.3 EXPENSES OF REGISTRATION 9 2.4 REGISTRATION PROCEDURES 9 2.5 REGISTRATION ON FORM S-3 11 2.6 INDEMNIFICATION 11 2.7 INFORMATION BY...Stockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (“Agreement”) is entered into as of August 4, 2004, by and among Pharmasset, Inc., a Delaware corporation (the “Company”), and the Persons (as defined herein) named in Schedule A hereto (collectively, the “Stockholders”).
THE TRANSFER, SALE OR OTHER DISPOSITION OF THIS WARRANT AND THE SECURITIES WHICH MAY BE ACQUIRED PURSUANT TO THIS WARRANT MAY BE SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AUGUST 4, 2004 AMONG...Warrant Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
THIS WARRANT AND THE SECURITIES WHICH MAY BE ACQUIRED PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE’S OR OTHER JURISDICTION’S SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE’S OR OTHER JURISDICTION’S SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of June 2004, by and between Pharmasset, Inc., a Georgia corporation (the “Company”), and Peter Schaefer Price (“Employee”).
WAIVER AGREEMENT AND SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTSecond Amendment to the Stockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Delaware
THIS WAIVER AGREEMENT AND SECOND AMENDMENT (the “Waiver and Amendment”) TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of August 4, 2004, as amended (the “Stockholders’ Agreement”), is entered into as of February 14, 2006 by and among Pharmasset, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s capital stock (collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Waiver and Amendment shall have the meanings set forth in the Stockholders’ Agreement.
ContractLease Agreement • May 8th, 2006 • Pharmasset Inc • New Jersey
THIS LEASE is made this 18th day of May, 2005, between 300 CRA LLC, having an office at 2 Research Way, Princeton, NJ 08540, hereinafter called “Landlord”, and Pharmasset, Inc. with an office located at 303A College Road East, Princeton, NJ 08540 hereinafter called “Tenant”.
FIRST AMENDMENT TO LICENSE AGREEMENT between PHARMASSET, INC. and RFS PHARMA LLCLicense Agreement • May 8th, 2006 • Pharmasset Inc
This First Amendment to License Agreement (“First Amendment”) is effective as of this 13th day of February, 2006 (the “Effective Date”), by and between Pharmasset, Inc., a Delaware corporation having its principal place of business at 303-A College Road East, Princeton, New Jersey 08540 (“Pharmasset”), and RFS Pharma LLC, a Georgia limited liability company having its principal place of business at 2881 Peachtree Road N.E., Atlanta, Georgia 30305 (“RFSP”). Pharmasset and RFSP are each referred to individually as a “Party” and together as the “Parties.”
SUPPLEMENTAL AGREEMENT TO THE LICENSE AGREEMENT between EMORY UNIVERSITY and PHARMASSET, LTD.Supplemental Agreement to the License Agreement • May 8th, 2006 • Pharmasset Inc
This Agreement is entered into this 26th day of March, 2004 by and between Emory University, a Georgia non-profit corporation with principal offices located at 1380 South Oxford Road, Atlanta, Georgia 30322, U.S.A. (hereinafter “Emory”), and Pharmasset, Ltd., a Barbados International Business Company with offices located at The Financial Services Center, Bishop’s Court Hill, Suite 111, St. Michael, Barbados (hereinafter “Pharmasset”).
NON-EXCLUSIVE SUBLICENSE AGREEMENT Between Apath, L.L.C. And Pharmasset, Inc. For HCV REPLICON And RELATED INTELLECTUAL PROPERTYNon-Exclusive Sublicense Agreement • May 8th, 2006 • Pharmasset Inc • New York
THIS NON-EXCLUSIVE SUBLICENSE AGREEMENT (“Agreement”) is made and entered into August 26, 2005 (the “Effective Date”) by and between Apath, L.L.C., a limited liability company of the State of Missouri, with a business address at 893 N. Warson Road, St. Louis, Missouri 63141 (“Apath”); and Pharmasset, Inc., a Delaware company, with a business address at 303A College Road East, Princeton, New Jersey 08540 (“Pharmasset”). Apath and Pharmasset are hereinafter referred to individually as a “Party” or collectively as “Parties.”
JOINDER TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS JOINDER TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Joinder Agreement”) is entered into as of February 14, 2006 (the “Effective Date”) by and among Pharmasset, Inc., a Delaware corporation (the “Company”), the Raymond F. Schinazi 2005 Qualified Annuity Trust, a Georgia trust (the “Trust”) and Raymond F. Schinazi, Ph.D., individually and as trustee (the “Trustee”) of the Trust (“Schinazi”).
CONSULTING AGREEMENTConsulting Agreement • May 8th, 2006 • Pharmasset Inc • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of June, 2005, by and between Pharmasset, Inc. (the “Company”), a Delaware corporation, and Michael Inouye, an individual (“Consultant”).
JOINDER TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS JOINDER TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Joinder Agreement”) is entered into as of February 14, 2006 (the “Effective Date”) by and among Pharmasset, Inc., a Delaware corporation (the “Company”), RFS Partners, L.P., a Georgia limited partnership (the “Partnership”) and Raymond F. Schinazi, Ph.D., individually and as Manager (the “Manager”) of RFS & Associates, LLC, a Georgia limited liability company, the general partner (the “General Partner”) of the Partnership (“Schinazi”).
LICENSE AGREEMENT between EMORY UNIVERSITY and PHARMASSET, LTD. (Enantiomerically Enriched FTC)License Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS LICENSE AGREEMENT is made and entered into as of this 8th day of December, 1998, by and between EMORY UNIVERSITY, a Georgia non-profit corporation with principal offices located at 1380 South Oxford Road, Atlanta, Georgia 30322 (hereinafter “EMORY”), and PHARMASSET, LTD., a Barbados corporation with corporate headquarters located at 1795 Peachtree Road, N.E., Suite 350, Atlanta, Georgia 30309-2339 (hereinafter “LICENSEE”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
This Settlement Agreement and Mutual General Release (“Agreement”) is made and entered into as of the 14th day of February, 2006 (the “Effective Date”), by Raymond F. Schinazi, Ph.D. (“Dr. Schinazi”), and RFS Partners, L.P., a Georgia limited partnership (the “Partnership”), and Raymond F. Schinazi 2005 Qualified Annuity Trust, a Georgia trust (the “Trust”), and RFS Pharma LLC, a Georgia limited liability company (“RFS Pharma”), each having an address at 2881 Peachtree Road, N.E., Unit 2204, Atlanta, Georgia 30305, USA (collectively, the “Schinazi Parties”) and Pharmasset, Inc., a Delaware corporation having its principal address at 303-A College Road East, Princeton, NJ 08540, USA, and formerly known as Pharmasset, Ltd., a Barbados corporation (the “Company”) and the stockholders of the Company listed on Exhibit A hereto (collectively, the “Investors,” and together with the Company, the “Company Parties”). The Schinazi Parties and the Company Parties are each sometimes hereinafter ref
LICENSE AGREEMENT BETWEEN DR. MAHMOUD H. el KOUNI, DR. FARDOS M. N. NAGUIB, DR. RAYMOND SCHINAZI AND PHARMASSET, LTD.License Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS LICENSE AGREEMENT is made by and between Pharmasset Ltd., a corporation organized under the laws of Barbados (“Pharmasset”), Dr. el Kouni an individual residing in the State of Alabama, USA (“Dr. el Kouni”), Dr. Naguib an individual residing in the State of Alabama, USA and (“Dr. Naguib”) and Dr. Raymond Schinazi, an individual residing in the State of Georgia, U.S.A. (“Dr. Schinazi”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of December, 2002, by and between Pharmasset, Inc., a Georgia corporation (the “Company”), and Abel De La Rosa, Ph.D. (“Employee”).
STOCK PURCHASE AGREEMENT AND LETTER OF INTENT BETWEEN PHARMASSET, LTD. AND SAMCHULLY PHARMACEUTICAL CO., LTD.Stock Purchase Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), effective as of December 11, 1999 (the “Effective Date”), is entered into by and between PHARMASSET, LTD., a company organized and existing under the laws of Barbados having its principal office at 1795 Peachtree Road N.E., Suite 350, Atlanta, Georgia 30309-2339, U.S.A. and laboratories located at 1860 Montreal Road, Tucker, Georgia 30084, U.S.A.(“Pharmasset”), and SAMCHULLY PHARMACEUTICAL CO., LTD., a company organized and existing under the laws of Korea having its principal office located at 947-7 Daechi-Dong, Kangnam-Ku, Seoul, 135-735, KOREA (“Samchully”).
LICENSE AGREEMENT between EMORY UNIVERSITY and PHARMASSET, LTD. (License of D-D4FC)License Agreement • May 8th, 2006 • Pharmasset Inc • Georgia
THIS LICENSE AGREEMENT is made and entered into as of this 30th day of December, 1998, by and between EMORY UNIVERSITY, a Georgia non-profit corporation with principal offices located at 1380 South Oxford Road, Atlanta, Georgia 30322 (hereinafter “EMORY”), and PHARMASSET, LTD., a Barbados corporation with corporate headquarters located at 1795 Peachtree Road, N.E., Suite 350, Atlanta, Georgia 30309-2339 (hereinafter “LICENSEE”).
TERMINATION AND REINSTATEMENT AGREEMENTTermination and Reinstatement Agreement • May 8th, 2006 • Pharmasset Inc
This Termination and Reinstatement Agreement, dated this 9th day of June, 1999, by and between Emory University, a Georgia non-profit corporation (“Emory”) and PHARMASSET, Ltd., a Barbados corporation (“PHARMASSET”).
