ContractWarrant Agreement • February 7th, 2007 • NeurogesX Inc • Delaware
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, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
NEUROGESX, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 7th, 2007 • NeurogesX Inc • California
This Executive Employment Agreement (the “Agreement”) is made and entered into by and between Karen Harder (the “Executive”) and NeurogesX, Inc., a California Corporation (the “Company”), effective as of July 15, 2004 (the “Effective Date”).
NEUROGESX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2007 • NeurogesX Inc • California
This Indemnification Agreement (“Agreement”) is made as of , 2004 by and between NeurogesX, Inc., a California corporation (the “Company”), and (“Indemnitee”).
ContractWarrant Agreement • February 7th, 2007 • NeurogesX Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
MANUFACTURING AND SUPPLY AGREEMENTManufacturing Agreement • February 7th, 2007 • NeurogesX Inc • California
This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), effective as of December 22, 2005 (the “Effective Date”), is made by and between NeurogesX Inc., a Delaware corporation having a principal place of business at San Carlos Business Park, 981F Industrial Road, San Carlos, California 94070 U.S.A. (“NeurogesX”), and Contract Pharmaceuticals Limited Canada, an Ontario corporation having a principal place of business at 7600 Danbro Crescent, Mississauga, Ontario Canada, L5N 6L6 (“CPL”). NeurogesX and CPL may be referred to herein each, individually, as a “Party” or, collectively, as the “Parties”.
AMENDMENT NUMBER THREE TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, INC.Exclusive License Agreement • February 7th, 2007 • NeurogesX Inc
This Amendment (“Amendment Number Three”) is made effective July 29, 2004 between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607 (the “Regents”), and acting through its Office of Technology Management, University of California San Francisco, 185 Berry Street, Suite 4603, San Francisco, California 94107 (“UCSF”) and NEUROGESX, INC., a California corporation having a principal place of business at 981F Industrial Boulevard, San Carlos, California 94070 (the “Licensee”) (together, the “Parties”).
NEUROGESX, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 7th, 2007 • NeurogesX Inc • California
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), made and entered into as of the 14th day of November, 2005, by and among NeurogesX, Inc., a California corporation (the “Company”), the persons identified on Exhibit A attached hereto (each, an “Investor” and collectively, the “Investors”), and the persons identified on Exhibit B attached hereto (each, a “Founder” and collectively, the “Founders”); provided however, and notwithstanding anything to the contrary in this Agreement, that Silicon Valley Bank and Silicon Valley Bancshares, their affiliates or assigns (collectively, “SVB”) shall only be a party to this Agreement for purposes of Sections 1 and 4 hereto, and shall not have or be deemed to have (or have the right to transfer or be deemed to have the right to transfer) any of the rights of the Investors under Sections 2 and 3 hereto.
AMENDMENT NUMBER TWO TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, INC.Exclusive License Agreement • February 7th, 2007 • NeurogesX Inc
This Amendment Number Two is made effective December 2, 2003 (the “Amendment Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, (“The Regents”), and acting through its Office of Technology Management, University of California San Francisco, 185 Berry Street, Suite 4603, San Francisco, CA 94107 (“UCSF”) and NEUROGESX, INC., a California corporation having a principal place of business at 981F Industrial Boulevard, San Carlos, California, (the “Licensee”) (together “the Parties”). The Parties hereby amend that certain Exclusive License Agreement, dated as of November 1, 2000 (the “Agreement”) and Amendment Number One dated as of November 1, 2001 (“Amendment One”).
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and NEUROGESX, INC. for HIGH DOSE CAPSAICIN FOR NEUROPATHIC PAIN UCSF Case No. SF00-056Exclusive License Agreement • February 7th, 2007 • NeurogesX Inc • California
This license agreement (the “Agreement”) is made effective November 1, 2000 (the “Effective Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, (“The Regents”), and acting through its Office of Technology Management, University of California San Francisco, 1294 Ninth Avenue - Suite 1, Box 1209, San Francisco, CA 94143-1209 (“UCSF”), and NEUROGESX, INC., a California corporation having a principal place of business at 969C Industrial Boulevard, San Carlos, California, (the “Licensee”).
THREE SISTERS RANCH ENTERPRISES LLC SECOND AMENDMENTLease • February 7th, 2007 • NeurogesX Inc
THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into effective as of March 3, 2005 (“Effective Date”), by and between THREE SISTERS RANCH ENTERPRISES, LLC, a California limited liability company (“Landlord”), and NEUROGESX, INC., a California corporation (“Tenant”):
SEVERANCE AGREEMENT AND RELEASE RECITALSSeverance Agreement • February 7th, 2007 • NeurogesX Inc • California
This Severance Agreement and Release (“Agreement”) is made by and between Wendye Robbins, M.D. (“Employee”) and NeurogesX, Inc. (“Company”) (collectively referred to as the “Parties”):
AMENDMENT NUMBER ONE TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, INC.Exclusive License Agreement • February 7th, 2007 • NeurogesX Inc
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, (“The Regents”), and acting through its Office of Technology Management, University of California San Francisco, 1294 Ninth Avenue - Suite 1, Box 1209, San Francisco, CA 94143-1209 (“UCSF”) and NEUROGESX, INC., a California corporation having a principal place of business at 969C Industrial Boulevard, San Carlos, California, (the “Licensee”) hereby amend that certain Exclusive License Agreement, dated as of November 1, 2000, by and between the parties hereto (hereinafter the “Agreement”) effective as of November 1, 2001 (the “Amendment Date”).
CLINICAL SUPPLY, DEVELOPMENT AND LICENSE AGREEMENTClinical Supply, Development and License Agreement • February 7th, 2007 • NeurogesX Inc • New Jersey
This CLINICAL SUPPLY, DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), is entered into as of 15 day of Jan., 2004 (“Effective Date”) by and between
NEUROGESX, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 7th, 2007 • NeurogesX Inc • California
This Executive Employment Agreement (the “Agreement”) is made and entered into by and between Jeffrey Tobias (the “Executive”) and NeurogesX, Inc., a California Corporation (the “Company”), effective as of November 30, 2005 (the “Effective Date”).
BLACK MOUNTAIN HOLDINGS, LLC THIRD AMENDMENTLease Amendment • February 7th, 2007 • NeurogesX Inc
THIS THIRD AMENDMENT TO LEASE (“Amendment”) is made and entered into effective as of November 15, 2006 (“Effective Date”), by and between BLACK MOUNTAIN HOLDINGS, LLC (fka) THREE SISTERS RANCH ENTERPRISES, LLC, a California limited liability company dba Black Mountain Properties, LLC (“Landlord”), and NEUROGESX, INC., a California corporation (“Tenant”):
THREE SISTERS RANCH ENTERPRISES LLC First AMENDMENT Original Premises: 969 Industrial Road, Suite C, San Carlos, California New Premises: 981 Industrial Road, Suites D and F, San Carlos, CaliforniaLease Agreement • February 7th, 2007 • NeurogesX Inc
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into effective as of December 10, 2001 (“Effective Date”), by and between THREE SISTERS RANCH ENTERPRISES, LLC, a California limited liability company (“Landlord”), and NEUROGESX, INC., a California corporation (“Tenant”) (Landlord and Tenant hereinafter may be referred to as the “Parties”), with respect to the following:
NEUROGESX, INC., a California corporation 2000 STOCK INCENTIVE PLAN (Effective June 5, 2000, As Amended March 16, 2006)2000 Stock Incentive Plan • February 7th, 2007 • NeurogesX Inc
