0001193125-07-110222 Sample Contracts

LICENSE AGREEMENT by and between INSPIRE PHARMACEUTICALS, INC. and INSITE VISION INCORPORATED Dated as of February 15, 2007
License Agreement • May 10th, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York

This LICENSE AGREEMENT (this “Agreement”), dated as of February 15, 2007 (the “Effective Date”), is made by and between Inspire Pharmaceuticals, Inc., a Delaware corporation having its principal office at 4222 Emperor Blvd., Suite 200, Durham, NC 27703 (“Inspire”), and InSite Vision Incorporated, a Delaware corporation having its principal office at 965 Atlantic Ave., Alameda, CA 94501 (“InSite”). Inspire and InSite are each sometimes referred to individually as a “Party” and together as the “Parties.”

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SUPPLY AGREEMENT FOR ACTIVE PHARMACEUTICAL INGREDIENT by and between INSPIRE PHARMACEUTICALS, INC. and INSITE VISION INCORPORATED Dated as of February 15, 2007
Supply Agreement • May 10th, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York

This SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of February, 2007 (the “Effective Date”) by and between INSPIRE PHARMACEUTICALS, INC., a Delaware corporation having its principal office at 4222 Emperor Boulevard, Suite 200, Durham, North Carolina 27703 (the “Purchaser”), and InSite Vision Incorporated, a Delaware corporation having its principal office at 965 Atlantic Avenue, Alameda, California 94501 (the “Supplier”). The Purchaser and the Supplier are sometimes referred to herein individually as a “Party” and collectively as “Parties.”

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • May 10th, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York

This TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of February 15, 2007 (the “Effective Date”), is made by and between Inspire Pharmaceuticals, Inc., a Delaware corporation having its principal office at 4222 Emperor Blvd., Suite 200, Durham, NC 27703 (“Inspire”), and InSite Vision Incorporated, a Delaware corporation having its principal office at 965 Atlantic Ave., Alameda, CA 94501 (“InSite”). Inspire and InSite are each sometimes referred to individually as a “Party” and together as the “Parties.”

INSPIRE PHARMACEUTICALS, INC.
Nonqualified Stock Option Grant Agreement • May 10th, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of (the “Date of Grant”), is delivered by Inspire Pharmaceuticals, Inc. (the “Company”) to (the “Grantee”).

Attention: Edmund P. Harrigan Senior Vice President, World-Wide Business Development Re: Exclusive License Agreement
Inspire Pharmaceuticals Inc • May 10th, 2007 • Pharmaceutical preparations

As you are aware, pursuant to the Exclusive License Agreement dated February 15, 2007 (“Pfizer Agreement”), Pfizer Inc. and Pfizer Products, Inc. (collectively, “Pfizer”) have licensed to InSite Vision Incorporated (“Licensor”) certain rights owned by Pfizer. Licensor proposes to enter into an agreement (the “Licensee Agreement”) with Inspire Pharmaceuticals, Inc. (“Licensee”) pursuant to which Licensor would grant to Licensee among other things a sublicense under the rights and licenses granted to Licensor under the Pfizer Agreement.

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